Common use of Absence of Certain Changes, Events and Conditions Clause in Contracts

Absence of Certain Changes, Events and Conditions. There has not been, with respect to the Corporation, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Corporation; (b) amendment of the articles, by-laws, unanimous shareholder agreement or other constating documents of the Corporation; (c) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation or redemption, retraction, purchase or acquisition of its shares; (d) material change in any method of accounting or accounting practice of the Corporation; (e) entry into any contract, including without limitation, employment or consulting contracts; (f) incurrence, assumption or guarantee of any indebtedness for borrowed money; (g) transfer, assignment, sale or other disposition of the Cariboo Gold Property; (h) any capital investment in, or any loan to, any other person or entity; (i) any capital expenditures; (j) imposition of any Encumbrance upon any of the Corporation's properties, shares or assets, tangible or intangible; (k) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or current or former directors, officers and employees; (l) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent person; (m) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (n) action by the Corporation to make, change or rescind any tax election, amend any tax return or take any position on any tax return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the tax liability or reducing any tax asset or attribute of the Corporation; or (o) any contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. There Since the date of the financial statements filed in the Company’s annual report filed on Form 20-F with the SEC on April 30, 2015, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CorporationCompany, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the CorporationMaterial Adverse Effect (as defined in Section 3(i)); (bii) amendment of the articles, by-laws, unanimous shareholder agreement articles or other constating documents memorandum of association of the CorporationCompany; (ciii) split, combination or reclassification of any shares of its capital stock; (iv) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock other than as disclosed to the Buyer; (v) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation of its capital stock or redemption, retraction, purchase or acquisition of its sharescapital stock; (dvi) material change in any method of accounting or accounting practice of the CorporationCompany, except as required by U.S. GAAP or as disclosed in the notes to the Financial Statements; (e) entry into any contract, including without limitation, employment or consulting contracts; (fvii) incurrence, assumption or guarantee of any indebtedness for borrowed moneymoney except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (gviii) transfer, assignment, sale or other disposition of the Cariboo Gold Property; (h) any capital investment in, or any loan to, any other person or entityperson; (i) any capital expenditures; (jix) imposition of any Encumbrance encumbrance upon any of the Corporation's Company properties, shares capital stock or assets, tangible or intangible; (kx) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders stockholders or current or former directors, officers and employees; (lxi) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent person; (m) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (n) action by the Corporation to make, change or rescind any tax election, amend any tax return or take any position on any tax return, take any action, omit to take any action or enter entry into any other transaction that would have the effect of increasing the tax liability or reducing any tax asset or attribute of the Corporationan IP Contract; or (oxii) any contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. There Since the Balance Sheet Date, and other than (i) in the ordinary course of business consistent with past practice, (ii) as set forth on Section 3.10 of the Disclosure Schedules, or (iii) in furtherance of this Agreement, there has not been, with respect to the CorporationCompany, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the CorporationMaterial Adverse Change; (b) amendment of the articlescharter, by-laws, unanimous shareholder agreement laws or other constating organizational documents of the CorporationCompany; (c) split, combination or reclassification of any shares of its capital stock; (d) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation of its capital stock or redemption, retraction, purchase or acquisition of its sharescapital stock; (df) material change in any method of accounting or accounting practice of the CorporationCompany, except as required by GAAP or as disclosed in the notes to the Financial Statements; (eg) entry into any contract, including without limitation, employment or consulting contractsContract that would constitute a Material Contract; (fh) incurrence, assumption or guarantee of any indebtedness for borrowed moneymoney except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (gi) transfer, assignment, sale or other disposition of any of the Cariboo Gold Propertyassets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements; (hj) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (k) material damage, destruction or loss (whether or not covered by insurance) to its property; (l) any capital investment in, or any loan to, any other person or entityPerson; (im) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which the Company is a party or by which it is bound; (n) any material capital expenditures; (jo) imposition adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any Encumbrance upon any of the Corporation's propertiescurrent or former employee, shares officer, director, independent contractor or assetsconsultant, tangible (ii) Benefit Plan or intangible(iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (kp) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders stockholders or current or former directors, officers and employees; (lq) adoption of any amalgamationplan of merger, arrangementconsolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the commencement filing of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent personbankruptcy petition against it under any similar Law; (mr) purchaseacquisition by merger or consolidation with, lease or other acquisition by purchase of a substantial portion of the right to ownassets or stock of, use or lease by any property other manner, any business or assetsany Person or any division thereof; (ns) action by the Corporation Company to make, change or rescind any tax Tax election, amend any tax return Tax Return or take any position on any tax returnTax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the tax Tax liability or reducing any tax Tax asset or attribute of the CorporationBuyer in respect of any Post-Closing Tax Period; or (ot) any contract Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. There Other than in the ordinary course of business consistent with past practice, since March 31, 2018, there has not been, with respect to the Corporation, Company (except in the ordinary course of business) any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the CorporationMaterial Adverse Effect; (b) amendment of the articlesentry into, by-lawsor termination of, unanimous shareholder agreement or other constating documents of the Corporationany Contract that would constitute a Material Contract, except as otherwise disclosed on Disclosure Schedule Section 3.08(a); (c) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation or redemption, retraction, purchase or acquisition of its shares; (d) material change in any method of accounting or accounting practice of the Corporation; (e) entry into any contract, including without limitation, employment or consulting contracts; (f) incurrence, assumption or guarantee of any indebtedness for borrowed moneymoney except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (gd) transfer, assignment, sale or other disposition of any of the Cariboo Gold PropertyCompany’s assets or cancellation of any debts or entitlements; (he) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property, except as otherwise disclosed on Disclosure Schedule Section 3.08(a); (f) any capital investment in, or any loan to, any other person Person or entity; (i) any material capital expenditures; (jg) imposition of any Encumbrance (except of Permitted Encumbrances) upon any of the Corporation's Company properties, shares equity interests or assets, tangible or intangible; (kh) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders members or current or former directorsmanagers, officers and or employees; (l) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent person; (m) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (ni) action by the Corporation Company to make, change or rescind any tax Tax election, amend any tax return Tax Return or take any position on any tax returnTax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the tax Tax liability or reducing any tax Tax asset or attribute of the CorporationBuyer in respect of any Post-Closing Tax Period; or (oj) any contract Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. There Since the date of the financial statements filed in the Company’s annual report filed on Form 20-F with the SEC on September 28, 2017, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CorporationCompany, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the CorporationMaterial Adverse Effect (as defined in Section 3(i)); (bii) amendment of the articles, by-laws, unanimous shareholder agreement articles or other constating documents memorandum of association of the CorporationCompany; (ciii) split, combination or reclassification of any shares of its capital stock; (iv) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock other than as disclosed to the Buyer; (v) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation of its capital stock or redemption, retraction, purchase or acquisition of its sharescapital stock; (dvi) material change in any method of accounting or accounting practice of the CorporationCompany, except as required by U.S. GAAP or as disclosed in the notes to the Financial Statements; (e) entry into any contract, including without limitation, employment or consulting contracts; (fvii) incurrence, assumption or guarantee of any indebtedness for borrowed moneymoney except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (gviii) transfer, assignment, sale or other disposition of the Cariboo Gold Property; (h) any capital investment in, or any loan to, any other person or entityperson; (i) any capital expenditures; (jix) imposition of any Encumbrance encumbrance upon any of the Corporation's Company properties, shares capital stock or assets, tangible or intangible; (kx) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders stockholders or current or former directors, officers and employees; (lxi) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent person; (m) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (n) action by the Corporation to make, change or rescind any tax election, amend any tax return or take any position on any tax return, take any action, omit to take any action or enter entry into any other transaction that would have the effect of increasing the tax liability or reducing any tax asset or attribute of the Corporationan IP Contract; or (oxii) any contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. There Since the date of the financial statements filed in the Company’s annual report filed on Form 20-F with the SEC on April 26, 2018, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the CorporationCompany, any: (ai) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the CorporationMaterial Adverse Effect (as defined in Section 11(i)); (bii) amendment of the articles, by-laws, unanimous shareholder agreement articles or other constating documents memorandum of association of the CorporationCompany; (ciii) split, combination or reclassification of any shares of its capital stock; (iv) issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock other than as disclosed to the Buyer; (v) declaration or payment of any dividends or distributions on or in respect of any shares in the Corporation of its capital stock or redemption, retraction, purchase or acquisition of its sharescapital stock; (dvi) material change in any method of accounting or accounting practice of the CorporationCompany, except as required by U.S. GAAP or as disclosed in the notes to the Financial Statements; (e) entry into any contract, including without limitation, employment or consulting contracts; (fvii) incurrence, assumption or guarantee of any indebtedness for borrowed moneymoney except unsecured current obligations and liabilities incurred in the ordinary course of business consistent with past practice; (gviii) transfer, assignment, sale or other disposition of the Cariboo Gold Property; (h) any capital investment in, or any loan to, any other person or entityperson; (i) any capital expenditures; (jix) imposition of any Encumbrance encumbrance upon any of the Corporation's Company properties, shares capital stock or assets, tangible or intangible; (kx) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders stockholders or current or former directors, officers and employees; (lxi) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings in which the Corporation would acquire the status of a bankrupt or insolvent person; (m) purchase, lease or other acquisition of the right to own, use or lease any property or assets; (n) action by the Corporation to make, change or rescind any tax election, amend any tax return or take any position on any tax return, take any action, omit to take any action or enter entry into any other transaction that would have the effect of increasing the tax liability or reducing any tax asset or attribute of the Corporationan IP Contract; or (oxii) any contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.