Absence of Certain Changes of Events. Except as described in the Company SEC Reports, since December 31, 2000, except with respect to the actions contemplated by this Agreement, the Company has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been (i) any Material Adverse Effect on the Company, (ii) any damage, destruction or loss of assets of the Company or any of its Subsidiaries (whether or not covered by insurance) that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (iii) any material change by the Company in its accounting methods, principles or practices; (iv) any material revaluation by the Company or any of its Subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business; (v) any labor dispute or charge of unfair labor practice (other than routine individual grievances), which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company, any activity or proceeding by a labor union or representative thereof to organize any employee of the Company or any of its Subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union in each case which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company; (vi) any waiver by the Company or any of its Subsidiaries of any rights of material value or (vii) any other action or event that would have required the consent of Parent pursuant to Section 6.1 had such action or event occurred after the date of this Agreement.
Absence of Certain Changes of Events. Except as set forth in this Agreement since the date of the Company balance sheet for its most recently completed fiscal quarter in 1996:
(a) Except as disclosed on a separate schedule, there has not been (i) any material adverse change in the business, operations, properties, level of inventory, assets, or condition of the Company or (ii) any damage, destruction, or loss to the Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of the Company.
(b) The Company has not (i) amended its articles of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of the Company; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions outside normal business operations;
(c) Except as disclosed on a separate schedule, the Company has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities
(d) To the best knowledge of the Company, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of the Company.
Absence of Certain Changes of Events. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.11, from the Interim Financials Date until the date of this Agreement, the Sellers have operated the Business in the ordinary course of business in all material respects and there has not been, with respect to the Business, any:
(a) event, occurrence or development that has had, or to the Knowledge of the Sellers, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) sale or other disposition of any of the Acquired Assets shown or reflected in the Interim Financial Statements, except for the sale of Inventory in the ordinary course of business and except for any Acquired Assets having an aggregate value of less than $75,000;
(c) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Acquired Assets, except in the ordinary course of business;
(d) capital expenditures in an aggregate amount exceeding $75,000 which would constitute an Assumed Liability;
(e) imposition of any Encumbrance upon any of the Acquired Assets, except for Permitted Encumbrances;
(f) (i) grant of any material bonuses, whether monetary or otherwise, or materially increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination other than for cause of any employees by Bioventus except in the ordinary course of business, which for-cause terminations are set forth on Schedule 4.11(f); or (iii) action to accelerate the vesting or payment of any material compensation or benefit for any employees of the Business (provided for purposes of Section 6.1, references of current or former employee, personnel, officers, directors and contractors of the Sellers shall be deemed to reference “Employees”);
(g) adoption, termination, amendment or modification of any (i) material employment, severance, retention or other agreement with any Employees; or (ii) any Benefit Plan with respect to Employees, except, in each case, as set forth on Schedule 4.11(g), or as required by the terms of any Benefit Plan or required by applicable Law;
(h) adoption of any plan of merger, consolidation, reorganization, liquidation or dissoluti...
Absence of Certain Changes of Events. Since December 31, 2023, except as disclosed to the Purchaser:
(a) Each entity in the CannMart Group has conducted its business only in the Ordinary Course.
(b) Each entity in the CannMart Group has not (i) issued, sold, or agreed to issue, sell, pledge, hypothecate, lease, dispose of or encumber any securities of such entity or any right, option or warrant with respect thereto, or (ii) split, combined or reclassified any of its securities, or declared or made any distribution in respect thereof.
(c) Each entity in the CannMart Group has not amended or proposed to amend its Constating Documents.
(d) Each entity in the CannMart Group as not incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had, or is reasonably likely to have, a Material Adverse Effect on the CannMart Group.
(e) Other than as disclosed in the CannMart Group Disclosure Schedule, each entity in the CannMart Group has neither approved nor entered into any agreement in respect of the purchase of any assets or properties or any interest therein, or the sale, transfer or other disposition of any portion of its assets or properties or any interest therein currently owned by such entity and/or its affiliates, whether by asset sale, transfer of shares or otherwise, or a change of control (by sale or transfer of shares or sale of all or substantially all such property and assets).
(f) Each entity in the CannMart Group has not incurred or suffered a Material Adverse Effect.
(g) Each entity in the CannMart Group has not redeemed, repurchased or otherwise acquired any of its securities, or declared, set aside, or paid or made any dividend or other distribution (whether in cash or otherwise) with respect to any of its securities.
(h) Each entity in the CannMart Group has not entered into, or amended, any CannMart Xxxxx Xxxxxxxx Contract.
(i) Each entity in the CannMart Group has not entered into any Contract under which it has outstanding indebtedness for borrowed money or for the deferred purchase price of property or made any loan or advance to any Person.
(j) Each entity in the CannMart Group has not satisfied or settled any material claims or material liabilities, other than the settlement of claims or liabilities incurred in the Ordinary Course.
(k) Each entity in the CannMart Group has not entered into any agreement or understanding to do any of the foregoing.
Absence of Certain Changes of Events. Except as set forth in the TARGET Disclosure Letter, (a) since December 31, 2006, there have been no events, changes or occurrences which have had, or are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on TARGET; and (b) TARGET has not taken any action, or failed to take any action, prior to the date of this Agreement, which action or failure, if taken after the date of this Agreement, would represent or result in a breach or violation of any of the covenants and agreements of TARGET provided in Article 7 hereof.
Absence of Certain Changes of Events. Since January 1, 2021 until the date of this Agreement, other than the transactions contemplated by this Agreement and as disclosed in the Parent Filings, the business of the Parent and its Subsidiaries has been conducted in the Ordinary Course and there has not occurred a Parent Material Adverse Effect.
Absence of Certain Changes of Events. Since the Public Company Balance Sheet Date, Public Company and its Subsidiaries have conducted their respective businesses only in the Ordinary Course of Business and, except as disclosed in Section 4.9 of the Public Company Disclosure Schedule, since such date there has not been (i) any change, event, circumstance, development or effect that, individually or in the aggregate, has had, or is reasonably likely to have, a Public Company Material Adverse Effect or (ii) any other action or event that would have required the consent of Merger Partner pursuant to Section 5.2 of this Agreement had such action or event occurred after the date of this Agreement.
Absence of Certain Changes of Events. Except as described in the Parent SEC Reports (as hereinafter defined) filed prior to the date hereof, since the date of the Parent Balance Sheet (as hereinafter defined), except with respect to the actions contemplated by this Agreement, the Parent has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been (i) any Material Adverse Effect on the Parent or any development that could reasonably be expected to have a Material Adverse Effect on the Parent; (ii) any damage, destruction or loss (whether or not covered by insurance) on the Parent or any of its material subsidiaries that has had or could reasonably be expected to have a Material Adverse Effect on the Parent; (iii) any material change by the Parent or any of its material subsidiaries in its accounting methods, principles or practices; (iv) any material revaluation by the Parent or any of its material subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized software or inventory or deferred tax assets or writing off notes or accounts receivable other than in the ordinary course of business; (v) any labor dispute or charge of unfair labor practice which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, any activity or proceeding by a labor union or representative thereof to organize any employee of the Parent or any of its material subsidiaries or any campaign being conducted to solicit authorization from employees to be represented by such labor union; or (vi) any waiver by the Parent of any rights of material value. In this Agreement, the term "Material Adverse Effect" used in reference to the Parent and its subsidiaries means any event, change or effect materially adverse to the financial condition, assets, liabilities, results of operations or business of the Parent and its subsidiaries, taken as a whole, other than changes resulting solely from changes in general economic or computer industry conditions.
Absence of Certain Changes of Events. Except as described in the Parent SEC Reports, since December 31, 2000, except with respect to the actions contemplated by this Agreement, there has not been (i) any Material Adverse Effect on the Parent; (ii) any damage, destruction or loss of any assets (whether or not covered by insurance) of the Parent or any of its Subsidiaries that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Parent; or (iii) any other action or event that would have required the consent of the Company pursuant to Section 6.2 had such action or event occurred after the date of this Agreement.
Absence of Certain Changes of Events. Except as described in the Parent SEC Reports, since the date of the most recent Parent Financial Statements, except with respect to the actions contemplated by this Agreement, there has not been (i) any Material Adverse Effect on Parent; (ii) any damage, destruction or loss (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect on Parent; or (iii) any other action or event that would have required the consent of the Company pursuant to Section 6.2 had such action or event occurred after the date of this Agreement.
