Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any: (i) material adverse change with respect to the Company; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco; (iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement; (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees; (viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due; (ix) write-offs or write-downs of any assets of the Company; (x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company; (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company; (xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or (xiii) agreement or commitment to do any of the foregoing.
Appears in 21 contracts
Samples: Exchange Agreement (Gold Standard Mining Co), Stock Exchange Agreement (Makism 3D Corp.), Stock Exchange Agreement (Claridge Ventures, Inc.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 15 contracts
Samples: Stock Exchange Agreement, Stock Exchange Agreement (Integrated Inpatient Solutions, Inc.), Stock Exchange Agreement (Makism 3D Corp.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since March 31, 2010 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 6 contracts
Samples: Exchange Agreement (Tiger Oil & Energy, Inc.), Exchange Agreement (Dewmar International Bmc, Inc.), Exchange Agreement (Dewmar International Bmc, Inc.)
Absence of Certain Changes or Events. Except as disclosed in the NeoHydro Technologies Corp. SEC Documents or as set forth on Schedule 2.01(g2.02(g), since March 31, 2013 (the Company “NeoHydro Technologies Corp. Balance Sheet Date, the Company ”) NeoHydro Technologies Corp. has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) : • material adverse change with respect to the Company;
(ii) NeoHydro Technologies Corp.; • event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) the Company; • condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company NeoHydro Technologies Corp. to consummate the transactions contemplated by this Agreement;
(iv) ; • incurrence, assumption or guarantee by the Company NeoHydro Technologies Corp. of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) ; • creation or other incurrence by the Company NeoHydro Technologies Corp. of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) ; • transaction or commitment made, or any contract or agreement entered into, by the Company NeoHydro Technologies Corp. relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company NeoHydro Technologies Corp. of any contract or other right, in either case, material to the CompanyNeoHydro Technologies Corp., other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) ; • labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyNeoHydro Technologies Corp., any activity or proceeding by a labor union or representative thereof to organize any employees of the Company NeoHydro Technologies Corp. or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) ; • payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) ; • write-offs or write-downs of any assets of the Company;
(x) NeoHydro Technologies Corp.; • creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) NeoHydro Technologies Corp.; • damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) NeoHydro Technologies Corp.; • other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyNeoHydro Technologies Corp.; or
(xiii) or • agreement or commitment to do any of the foregoing. Certain Fees. Except as set forth on Schedule 2.02(h), no brokerage or finder’s fees or commissions are or will be payable by NeoHydro Technologies Corp. to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Acquisition Agreement (Neohydro Technologies Corp.), Acquisition Agreement (Neohydro Technologies Corp.), Acquisition Agreement (Neohydro Technologies Corp.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) : • material adverse change with respect to the Company;
(ii) ; • event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) NeoHydro Technologies Corp.; • condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) ; • incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NeoHydro Technologies Corp. in writing;
(v) ; • creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) ; • transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) ; • labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) ; • payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) ; • write-offs or write-downs of any assets of the Company;
(x) ; • creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) ; • damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) ; • other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) or • agreement or commitment to do any of the foregoing. Certain Fees. Except as set forth on Schedule 2.01(h), no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Acquisition Agreement (Neohydro Technologies Corp.), Acquisition Agreement (Neohydro Technologies Corp.), Acquisition Agreement (Neohydro Technologies Corp.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) paymentemployees;payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the CompanyPubco;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 4 contracts
Samples: Exchange Agreement (Oicco Acquisition I, Inc.), Exchange Agreement (Oicco Acquisition I, Inc.), Exchange Agreement (Oicco Acquisition I, Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)(a) Since December 31, since 2016 and through the Company Balance Sheet Original Execution Date, except as expressly contemplated by this Agreement or the Original Merger Agreement, each Group Company has conducted its business only in all material respects in the ordinary course consistent with past practicecourse, and without limiting the generality of the foregoing, there is not and has not been any:
(ia) material adverse change any Company Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend or other distribution in cash, stock, property or otherwise in respect of any Group Company’s Equity Securities, except for any dividend or distribution by a Group Company to another Group Company; (c) any redemption, repurchase or other acquisition of any Equity Securities of any Group Company by a Group Company (other than (x) the repurchase of Shares to satisfy obligations under the Performance Incentive Plans or other similar plans or arrangements, including the withholding of Shares in connection with respect the exercise of Company Options in accordance with the terms and conditions of such Company Options, or (y) the redemption of Class B Shares in connection with the conversion thereof to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Class A Shares in accordance with the Company to consummate the transactions contemplated by this Agreement;
Articles); (ivd) incurrence, assumption or guarantee any material change by the Company of in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (e) any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence material Tax election made by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockoutsof its Subsidiaries or any settlement or compromise of any material Tax liability by the Company or any of its Subsidiaries, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;business.
(ixb) write-offs or write-downs of Since the Original Execution Date and through the Amended Execution Date, except as expressly contemplated by the Original Merger Agreement, there has not been any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other conditionaction, event or occurrence which individually that would constitute a breach by the Company of Section 5.01 or in Section 6.04 of this Agreement had such action, event or occurrence taken place after the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any date of the foregoingthis Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ocean Imagination L.P.), Agreement and Plan of Merger (Zhang Ray Ruiping), Agreement and Plan of Merger (Ctrip Investment Holding Ltd.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company WWAG Balance Sheet Date, the Company WWAG has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the CompanyWWAG;
(iib) event Event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoAllCom;
(iiic) conditionCondition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company WWAG to consummate the transactions contemplated by this Agreement;
(ivd) incurrenceIncurrence, assumption or guarantee by the Company WWAG of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation Creation or other incurrence by the Company WWAG of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vif) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) paymentPayment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixg) Material write-offs or write-downs of any assets Assets of the CompanyWWAG;
(xh) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damageDamage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the CompanyWWAG;
(xiii) other Other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to WWAG;
(j) Transaction or commitment made, or any Contract or agreement entered into, by WWAG relating to its Assets or business (including the Companyacquisition or disposition of any Assets) or any relinquishment by WWAG or any Contract or other right, in either case, material to WWAG, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(xiiik) agreement Agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Stock Exchange Agreement (Wwa Group Inc), Stock Exchange Agreement (Wwa Group Inc), Stock Exchange Agreement (Wwa Group Inc)
Absence of Certain Changes or Events. Except Since June 30, 1998, except as set forth on Schedule 2.01(g), since disclosed in the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, SEC Reports filed and there is not and has not been any:
(i) material adverse change with respect publicly available prior to the Company;
(ii) event which, if it had taken place following the execution date of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than and its subsidiaries have in all material respects conducted their businesses only in the ordinary course and in amounts and on terms a manner consistent with past practice and, since such date in the case of clauses (i) and (ii) and from such date through the date of this Agreement, in the case of clauses (iii) through (vii), there has not been: (i) any condition, event 22 18 or occurrence, other than conditions, events or occurrences which have not had or would not, individually or in the aggregate, have a Material Adverse Effect other than changes or effects due to general economic or industry conditions; (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of the Company or any of its subsidiaries, except for such damage, destruction or loss as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) any change by the Company in its accounting methods, principles or practices or as disclosed (except to Pubco in writing;
the extent required by applicable accounting principles and SEC rules and regulations); (viv) creation or other incurrence any material revaluation by the Company of any lien on any asset other than in of its material assets, including but not limited to, writing down the ordinary course consistent with past practices;
(vi) transaction value of inventory or commitment made, writing off notes or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business business; (v) any entry by the Company or any failure of its subsidiaries into any commitment or transactions material to pay the Company and its subsidiaries taken as a whole (other than commitments or transactions entered into in the ordinary course of business); (vi) any liability when due;
(ix) write-offs declaration, setting aside or write-downs payment of any assets dividends or distributions in respect of the Shares other than the regular quarterly dividend in the amount of $.13 per share; or (vii) any increase (in the case of directors and executive officers of the Company;
) or any material increase (xin the case of other officers, directors and key employees) creationin or establishment of any bonus, termination or amendment ofinsurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards, or waiver restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase (in the case of any right under, any material contract directors and executive officers of the Company;
) or any material increase (xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected case of other officers, directors and key employees) in the compensation payable or to have a material adverse effect become payable to any present or give rise to a material adverse change with respect to former directors, officers or key employees of the Company; or
(xiii) agreement Company or commitment to do any of its subsidiaries, except for increases in base compensation and bonuses in the foregoingordinary course of business consistent with past practice.
Appears in 3 contracts
Samples: Merger Agreement (Rohm & Haas Co), Merger Agreement (Morton Acquisition Corp), Merger Agreement (Rohm & Haas Co)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)(a) Since the date of the Company Balance Sheet, since other than the Wind-Down Process, there has not been any change, event, condition, development, circumstance, effect or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) From the date of the Company Balance Sheet to the Agreement Date, the Company has conducted its business only in accordance with the ordinary course consistent with past practiceWind-Down Process, and during such period there is not and has not been anybeen:
(i) material adverse any declaration, setting aside, accrual or payment of any dividend on, or making of any other distribution (whether in cash, stock, equity securities or property) in respect of, any capital stock of the Company (except for shares of Company Common Stock from terminated employees, directors or consultants of the Company);
(ii) any split, combination or reclassification of any capital stock of the Company or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of the Company;
(iii) any change in accounting methods, principles or practices by the Company (other than any immaterial change thereto), except as required (A) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization or (B) by Law, including Regulation S-X promulgated under the Securities Act;
(iv) any sale, lease (as lessor), exclusive license or other disposition of (including through any “spin-off”), or pledge, encumbrance or other Lien imposed upon (other than a Permitted Lien), any properties or assets (other than Intellectual Property) that are material, individually or in the aggregate, to the Company except (A) sales or other dispositions of inventory and excess or obsolete properties or assets in the ordinary course of business, (B) pursuant to Contracts to which the Company is a party made available to Parent and in effect prior to the date of the Company Balance Sheet and (C) in accordance with respect the Wind-Down Process;
(v) any sale, assignment, lease, exclusive license, transfer or other disposition of, pledge, encumbrance or other Lien imposed upon (other than a Permitted Lien), or permitting to lapse or abandonment of, any Intellectual Property owned by the Company that is material, individually or in the aggregate, to the Company;
(iivi) event whichany acquisition, if it had taken place following in a single transaction or a series of related transactions, whether by merging or consolidating with, or by purchasing an equity interest in or a portion of the execution of this Agreementassets of, would not have been permitted or by Section 3.01 without prior consent of Pubcoany other similar manner, any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the Company);
(iiivii) conditionany filing of or change to a material Tax election, event any change to an annual Tax accounting period or occurrence any adoption of or change to a material method of Tax accounting, any filing of an amended material Tax Return, any failure to timely file any material Tax Return required to be filed or pay any Tax that is due or payable, any entry into a closing agreement within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), any settlement or compromise of a material Tax liability or refund, any consent to any extension or waiver of any limitation period with respect to any material claim or assessment for Taxes;
(viii) any Contract to which could reasonably be expected to prevent, hinder the Company or its subsidiaries are a party that (A) materially delay restricts the ability of the Company to consummate or its Affiliates, including following the transactions contemplated by this Agreement;
Offer Closing Time, Parent and its Affiliates (iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course case of Parent and its Affiliates, due to the operation of Contracts to which Parent or any of its Affiliates is a party prior to the Offer Closing Time) following the Merger Closing, to compete in amounts and on terms consistent any business or with past practices or as disclosed to Pubco any Person in writing;
any geographical area, (vB) creation or other incurrence by requires the Company of any lien on any asset or its Affiliates, including following the Offer Closing Time, Parent and its Affiliates (other than in the ordinary course consistent with past practices;
(vi) transaction or commitment madecase of Parent and its Affiliates, due to the operation of Contracts to which Parent or any contract or agreement entered into, by the Company relating to of its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material Affiliates is a party prior to the CompanyOffer Closing Time) following the Merger Closing, to conduct any business on a “most favored nations” basis with any third party in any material respect, (C) grants a third party development (other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity solely for or proceeding by a labor union or representative thereof to organize any employees on behalf of the Company or any lockoutsits Affiliates), strikes, slowdowns, work stoppages marketing or threats by or distribution rights with respect to such employeesthe Company Products, (D) requires the Company or its Affiliates to purchase a minimum quantity of goods or supplies relating to the Company Products in favor of any third party, or (E) obligates the Company or its Affiliates to purchase or otherwise obtain any product or service exclusively from any third party or sell any product or service exclusively to any third party;
(viiiix) paymentany Contract to which the Company or its subsidiaries are a party with any academic institution or Governmental Entity that provides for the provision of funding to the Company or its subsidiaries for research and development activities involving the creation of any material Intellectual Property for the Company or its subsidiaries in respect of the Company Products;
(x) any Contract to which the Company or its subsidiaries are a party, prepayment or discharge of liability other than with respect to any partnership that is wholly owned by the Company, that relates to the formation, creation, operation, management or control of any legal partnership or any joint venture entity pursuant to which the Company or its subsidiaries have an obligation (contingent or otherwise) to make a material investment in or material extension of credit to any Person;
(xi) any Contract between the Company or its subsidiaries and any Governmental Entity, except for clinical study agreements, sponsored research agreements, materials transfer agreements and non-disclosure agreements entered into in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Companybusiness;
(xii) any settlement or compromise of, or written offer or proposal to settle or compromise, any Proceeding involving or against the Company or its subsidiaries;
(xiii) except as required pursuant to the terms of any Company Benefit Plan in effect as of the date of the Company Balance Sheet, (A) any granting to any director or employee of the Company of any increase in compensation, bonus, severance or termination pay, or (B) any entry by the Company into any employment, consulting, severance or termination agreement with any director or any employee; in any such case of (A) or (B), other condition, event or occurrence which individually or than as disclosed in the aggregate could reasonably be expected to have a material adverse effect Company SEC Documents or give rise to a material adverse change with respect to Section 4.08 or Section 4.17 of the CompanyCompany Disclosure Letter; or
(xiiixiv) any agreement on the part of the Company or commitment its subsidiaries to do any of the foregoing.
Appears in 3 contracts
Samples: Merger Agreement (XOMA Corp), Merger Agreement (Kinnate Biopharma Inc.), Merger Agreement (Theseus Pharmaceuticals, Inc.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Exchange Agreement (Oicco Acquisition I, Inc.), Exchange Agreement (Oicco Acquisition I, Inc.), Exchange Agreement (Oicco Acquisition I, Inc.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iviii) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(viv) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(viv) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the CompanyPubco;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Share Exchange Agreement (Yubo International Biotech LTD), Share Exchange Agreement (Yubo International Biotech LTD), Stock Purchase Agreement (XcelMobility Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoRemSleep Holdings;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco RemSleep Holdings in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Exchange Agreement (RemSleep Holdings Inc.), Exchange Agreement (RemSleep Holdings Inc.), Exchange Agreement (RemSleep Holdings Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoSHE;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco SHE in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.), Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.), Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.)
Absence of Certain Changes or Events. Except as disclosed in the Explore Anywhere Holding Corp. SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “Explore Anywhere Holding Corp. Balance Sheet Date, the Company ”) Explore Anywhere Holding Corp. has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyExplore Anywhere Holding Corp.;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Explore Anywhere Holding Corp. to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Explore Anywhere Holding Corp. of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Explore Anywhere Holding Corp. of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Explore Anywhere Holding Corp. relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Explore Anywhere Holding Corp. of any contract or other right, in either case, material to the CompanyExplore Anywhere Holding Corp., other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExplore Anywhere Holding Corp., any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Explore Anywhere Holding Corp. or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyExplore Anywhere Holding Corp.;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExplore Anywhere Holding Corp.;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExplore Anywhere Holding Corp.;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExplore Anywhere Holding Corp.; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Acquisition Agreement (Explore Anywhere Holding Corp), Acquisition Agreement (Explore Anywhere Holding Corp), Acquisition Agreement (Explore Anywhere Holding Corp)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingmoney;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practicesasset;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Membership Interests Purchase Agreement (Marine Drive Mobile Corp.), Membership Interests Purchase Agreement (Marine Drive Mobile Corp.), Membership Interests Purchase Agreement (Marine Drive Mobile Corp.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoExplore Anywhere Holding Corp.;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Explore Anywhere Holding Corp. in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 3 contracts
Samples: Acquisition Agreement (Explore Anywhere Holding Corp), Acquisition Agreement (Explore Anywhere Holding Corp), Acquisition Agreement (Explore Anywhere Holding Corp)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since June 30, since the Company Balance Sheet Date2024, the Acquired Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i1) material adverse change with respect to the CompanyAcquired Company including any amendments to its formation and governance documents;
(ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of PubcoRDAR;
(iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Acquired Company to consummate the transactions contemplated by this Agreement;
(iv4) incurrence, assumption or guarantee by the Acquired Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco RDAR in writing;
(v5) creation or other incurrence by the Acquired Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi6) transaction or commitment made, or any contract or agreement entered into, by the Acquired Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Acquired Company of any contract or other right, in either case, material to the Acquired Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the Acquired Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Acquired Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) 8) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix9) write-offs or write-downs of any assets of the Acquired Company;
(x10) creation, termination or amendment of, or waiver of any right under, any material contract of the Acquired Company;
(xi11) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Acquired Company;
(xii12) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Acquired Company; or
(xiii13) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Raadr, Inc.), Share Exchange Agreement (Raadr, Inc.)
Absence of Certain Changes or Events. Except as set forth on disclosed in Schedule 2.01(gIII.2(i), since the Company Balance Sheet Datedate of the most recent financial statements included in the GoIP OTC Documents, the Company GoIP has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the Company;GoIP.
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of Pubco;the TW.
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company GoIP to consummate the transactions contemplated by this Agreement;.
(iv) incurrence, assumption or guarantee by the Company GoIP of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco TW in writing;.
(v) creation or other incurrence by the Company GoIP of any lien security interest on any asset other than in the ordinary course consistent with past practices;.
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company GoIP relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company GoIP of any contract or other right, in either case, material to the CompanyGoIP, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyGoIP, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company GoIP or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) change in any compensation to officer, director or other affiliate of GoIP or the grant of any equity compensation to any such person;
(ix) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;.
(ixx) write-offs or write-downs of any assets of the Company;GoIP.
(xxi) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;GoIP.
(xixii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;GoIP.
(xiixiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyGoIP; or
(xiiixiv) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Charge Enterprises, Inc.), Share Exchange Agreement (GoIP GLOBAL, INC.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company PROTEC Balance Sheet Date, the Company PROTEC has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPROTEC including any amendments to its Articles of Organization and Operating Agreement;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoPAYM;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company PROTEC to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company PROTEC of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco PAYM in writing;
(v) creation or other incurrence by the Company PROTEC of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company PROTEC relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company PROTEC of any contract or other right, in either case, material to the CompanyPROTEC, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPROTEC, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company PROTEC or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPROTEC;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPROTEC;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPROTEC;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPROTEC; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Securities Exchange Agreement, Securities Exchange Agreement (PayMeOn, Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g3.01(i), since the Company CHAMPION Balance Sheet Date, the Company CHAMPION has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyCHAMPION including any amendments to its Articles of Incorporation and Bylaws;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoOICco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company CHAMPION to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company CHAMPION of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco OICco in writing;
(v) creation or other incurrence by the Company CHAMPION of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company CHAMPION relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company CHAMPION of any contract or other right, in either case, material to the CompanyCHAMPION, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyCHAMPION, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company CHAMPION or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyCHAMPION;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyCHAMPION;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyCHAMPION;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyCHAMPION; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Oicco Acquisition I, Inc.), Share Exchange Agreement (Oicco Acquisition I, Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company VAPARIA has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) : material adverse change with respect to the Company;
(ii) VAPARIA including any amendments to its Articles of Incorporation and Bylaws; event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of Pubco;
(iii) OICco; condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company VAPARIA to consummate the transactions contemplated by this Agreement;
(iv) ; incurrence, assumption or guarantee by the Company VAPARIA of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco OICco in writing;
(v) ; creation or other incurrence by the Company VAPARIA of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) ; transaction or commitment made, or any contract or agreement entered into, by the Company VAPARIA relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company VAPARIA of any contract or other right, in either case, material to the CompanyVAPARIA, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) ; labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyVAPARIA, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company VAPARIA or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) ; payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) ; write-offs or write-downs of any assets of the Company;
(x) VAPARIA ; creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) VAPARIA; damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) VAPARIA; other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyVAPARIA; or
(xiii) or agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (OICco ACQUISITION IV, INC.), Share Exchange Agreement (OICco ACQUISITION IV, INC.)
Absence of Certain Changes or Events. Except as disclosed in the Bassline Productions SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “Bassline Productions Balance Sheet Date, the Company ”) Bassline Productions has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyBassline Productions;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Bassline Productions to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Bassline Productions of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Bassline Productions of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Bassline Productions relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Bassline Productions of any contract or other right, in either case, material to the CompanyBassline Productions, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyBassline Productions, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Bassline Productions or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyBassline Productions;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyBassline Productions;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyBassline Productions;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyBassline Productions; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Exchange Agreement (Bassline Productions, Inc), Exchange Agreement (Bassline Productions, Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoBassline Productions;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Bassline Productions in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Exchange Agreement (Bassline Productions, Inc), Exchange Agreement (Bassline Productions, Inc)
Absence of Certain Changes or Events. Except Since May 26, 2007, except as set forth on Schedule 2.01(gmay be contemplated by, or disclosed pursuant to, this Agreement, including Section 4.26 of the Company Disclosure Schedule:
(a) there has not been any event or events (whether or not covered by insurance), since individually or in the aggregate, which have had a Material Adverse Effect on the Company Balance Sheet Dateor any of its Subsidiaries, including without limitation the imposition of any security interests on any of the assets of the Company or any of its Subsidiaries;
(b) there have not been any amendments or other modifications to the certificate of incorporation or bylaws of either the Company or any of its Subsidiaries;
(c) there has conducted not been any entry by the Company nor any of its business only Subsidiaries into any commitment or transaction material to the Company or such Subsidiaries, except in the ordinary course Ordinary Course of Business and consistent with past practice, and there is not and has not been any:
including without limitation any (i) material adverse change with respect borrowings or the issuance of any guaranties, (ii) any capital expenditures in excess of $60,000, or (iii) any grant of any increase in the base compensation payable, or any loans, to the Companyany directors, officers or employees;
(iid) event whichthere has not been, if it had taken place following other than pursuant to the execution Plans, any increase in or establishment of this Agreementany bonus, would not have been permitted by Section 3.01 without prior consent insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan, except in the Ordinary Course of Pubco;Business consistent with past practice.
(iiie) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee there have not been any material changes by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices its accounting methods, principles or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vif) transaction neither Company nor any of its Subsidiaries has declared, set aside or commitment made, or paid any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract dividend or other rightdistribution (whether in cash, in either case, material stock or property) with respect to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreementany of its securities;
(viig) labor disputeneither Company nor any of its Subsidiaries has split, other than routinecombined or reclassified any of its securities, individual grievancesor issued, or, to the knowledge of the Companyor authorized for issuance, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeessecurities;
(viiih) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, there has not been any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; orproperty and assets of Company or any of its Subsidiaries, whether or not covered by insurance;
(xiiii) agreement there has not been any revaluation of Company’s or commitment any of its Subsidiaries’ assets, including writing down the value of inventory or writing off notes or accounts receivable, other than in the Ordinary Course of Business consistent with past practice; and
(j) neither Company nor any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Gca I Acquisition Corp), Merger Agreement (Gca I Acquisition Corp)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company date of the Balance Sheet Dateand except as disclosed in the SEC Reports filed prior to the date of this Agreement, the Company has conducted its business only in the ordinary course of business consistent with past practicepractice and, and since the date of the Balance Sheet, there is not and has not been any:
occurred: (i) material adverse change with respect to the Company;
any Company Material Adverse Effect; (ii) event whichany amendments to or changes in the Company Charter, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
Company Bylaws or Subsidiary Documents; (iii) conditionany material damage to, event destruction or occurrence which loss of any asset of the Company or any of its Subsidiaries (whether or not covered by insurance) that could reasonably be expected to preventhave, hinder individually or materially delay the ability of the in aggregate, a Company to consummate the transactions contemplated by this Agreement;
Material Adverse Effect; (iv) incurrenceany change by the Company in its accounting methods, assumption principles or guarantee practices other than as required by GAAP or applicable Law; (v) any revaluation by the Company of any indebtedness for borrowed money other than in of its assets, including writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing;
(v) creation writing off notes or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business consistent with past practice, in terms of both frequency and amount, and in any event in excess of $500,000; (vi) any sale of a material amount of assets (tangible or intangible) of the Company or any failure of its Subsidiaries; (vii) any recalls, field notifications, field corrections or safety alerts material to pay the operations of the Company or reportable to the FDA, or product complaints material to the operations of the Company, with respect to products manufactured by or on behalf of the Company or any liability when due;
of its Subsidiaries; (viii) abandoning, permitting to lapse, or otherwise disposing of material Intellectual Property; or (ix) write-offs any other action or write-downs event that would have required the consent of any assets Parent pursuant to Section 5.1 had such action or event occurred after the date of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoingthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Medical Optics Inc), Merger Agreement (Intralase Corp)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)(a) Excluding the effect of filing and administration of the Chapter 11 Cases, since the Company Latest Balance Sheet Date, the Company has conducted carried on its business only in the ordinary course consistent substantially in accordance with past practicethe procedures and practices in effect on the Latest Balance Sheet Date.
(b) Except as set forth on Schedule 3.10, and since the Latest Balance Sheet Date there is not and has not been anywith respect to the Company:
(i) any change, event, circumstance or effect that, by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or would reasonably be expected to have a Material Adverse Effect or a material and adverse change with respect to effect on the Company’s ability to conduct the Business as currently conducted, or that is reasonably likely to impede the performance by any Seller of its obligations under this Agreement or any of the Sellers Ancillary Agreements to which it is a party;
(ii) event whichany Encumbrance placed on any of the assets or properties of the Company, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcoexcept Permitted Encumbrances;
(iii) conditionany Liability incurred by the Company, event or occurrence which could reasonably be expected to prevent, hinder or materially delay other than trade accounts payable and other Liabilities arising in the ability ordinary course of the Company to consummate the transactions contemplated by this Agreementbusiness;
(iv) incurrenceany purchase, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation license, sale or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment madedisposition, or any contract agreement or agreement entered intoother arrangement for the purchase, by the Company relating to its assets license, sale or business (including the acquisition or disposition other disposition, of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPurchased Assets, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice;
(ixv) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction .or loss of any material property or loss havingasset, whether or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Companynot covered by insurance; or
(xiiivi) agreement any termination or commitment to do resignation of any executive officer of the foregoingCompany.
(c) Except as set forth on Schedule 3.10, since the Latest Balance Sheet Date, the Company has not:
(i) executed, amended, relinquished, terminated or failed to renew any material Contract constituting an asset, lease, transaction or legally binding commitment other than in the ordinary course of their business (nor has there been any written or oral indication or assertion by the other party thereto of its desire to so amend, relinquish, terminate or not renew any such Contract, lease transaction or legally binding commitment);
(ii) deferred the payment of any accounts payable outside the ordinary course of business or provided any discount, accommodation or other concession outside the ordinary course of business in order to accelerate or induce the collection of any receivable;
(iii) incurred indebtedness for borrowed money, entered into any capital lease or guaranteed any such indebtedness; or
(iv) entered into any other material transaction or taken any other material action outside the ordinary course of its business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Distributed Energy Systems Corp), Asset Purchase Agreement (Distributed Energy Systems Corp)
Absence of Certain Changes or Events. (a) Except as set forth on Schedule 2.01(g)disclosed in writing to the Purchaser, which writing makes reference to this Agreement, since June 30, 1995, there has been no material adverse change in the Company Balance Sheet Datebusiness, properties, operations, prospects or condition (financial or otherwise) of the Company, except with respect to each circumstance or event that shall have affected the oil and gas industry generally, including, without limitation, warm weather in markets for the consumption of oil and gas products.
(b) Since June 30, 1995, the Company has conducted not done the following or entered into any agreement or other arrangement with respect to the following, except in each case with respect or pursuant to each Transaction Document to which it is or may become a party and except as previously disclosed to the Purchaser in writing, which writing makes reference to this Agreement:
(1) transferred any of its business only assets except in each case for fair consideration and in the ordinary course consistent with past practice, and there is not and has not been any:of business; or
(i2) material adverse change with respect to the Company;
(ii) event whichwaived, if it had taken place following the execution of this Agreementreleased, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) conditioncancelled, event settled or occurrence which could reasonably be expected to preventcompromised any debt, hinder claim or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company right of any indebtedness for borrowed money other than material value except in each case in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;of business; or
(v3) creation transferred any right under any lease, license or agreement or any Proprietary Right or other incurrence by the Company of any lien on any intangible asset other than except in each case in the ordinary course consistent with past practices;of business; or
(vi4) transaction paid or commitment madeagreed to pay any bonus, extra compensation, pension or severance pay, or otherwise increased the wage, salary or compensation (of any contract or agreement entered into, by the Company relating nature) to its assets shareholders, directors, officers or business (including the acquisition employees, or disposition engaged any new officer or employee at an annual rate of any assets) compensation in excess of $50,000 in each case or any relinquishment by the Company for a period of any contract or other right, in either case, material to the Company, other employment of more than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;180 days; or
(vii5) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, suffered any activity damage, destruction or proceeding casualty loss (whether or not covered by a labor union insurance) of property the greater of cost or representative thereof fair market value of which exceeds $50,000 individually or in the aggregate or any taking of any of its property or assets the greater of cost or fair market value of which exceeds $50,000 individually or in the aggregate by condemnation or eminent domain; or
(6) made any loan to organize or entered into any employees transaction with any of its shareholders having beneficial ownership of 5% or more of the common shares of the Company then issued and outstanding, or any lockoutsof its directors, strikesofficers or employees giving rise to any claim or right of, slowdownsby, work stoppages or threats by against any person in an amount or with respect to such employees;having a value in excess of $10,000; or
(viii7) paymententered into any material agreement, prepayment arrangement, commitment, contract or discharge transaction, amended or terminated any of liability other than the same or otherwise conducted any of its affairs, in any case not in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change and consistent with respect to the Companypast practices; or
(xiii8) issued, sold or granted any Equity Securities or other securities of the Company except with respect to Permitted Issuances; or
(9) agreement made any contribution, other than regularly scheduled contributions, to any Company Employee Plan or made or incurred any commitment to do any establish or increase the obligation of the foregoingCompany to any Company Employee Plan; or
(10) except as disclosed in the footnotes to the financial statements referred to in Section 4.5, changed any accounting methods or principles used in recording transactions on the books of the Company or in preparing the financial statements of the Company that would materially impact the financial disclosure.
Appears in 2 contracts
Samples: Purchase Agreement (Saxon Petroleum Inc), Purchase Agreement (Forest Oil Corp)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoConvenientcast;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Convenientcast in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Exchange Agreement (Convenientcast Inc.), Exchange Agreement (Convenientcast Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company and each of its Subsidiaries has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the CompanyCompany and each of its Subsidiaries;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions;
(ivd) incurrence, assumption or guarantee by the Company and each of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company and each of its Subsidiaries of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the CompanyCompany and each of its Subsidiaries, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company and each of its Subsidiaries or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixh) material write-offs or write-downs of any assets Assets of the CompanyCompany and each of its Subsidiaries;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the CompanyCompany and each of its Subsidiaries;
(xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the CompanyCompany and each of its Subsidiaries;
(k) transaction or commitment made, or any Contract or agreement entered into, by the Company and each of its Subsidiaries relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company and each of its Subsidiaries of any Contract or other right, in either case, material to the Company and each of its Subsidiaries, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(xiiil) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Lin Zhenzhu), Share Exchange Agreement (Heyu Biological Technology Corp)
Absence of Certain Changes or Events. Except Since February 3, 2002, except as contemplated by this Agreement or as set forth on in Schedule 2.01(g3.7 or in the SEC Reports filed prior to the date of this Agreement, there has not been:
(a) any Material Adverse Effect (other than such as may relate to economic conditions generally in the United States);
(b) any strike, picketing, work slowdown or other labor disturbance that has had or would reasonably be expected to have a Material Adverse Effect;
(c) any damage, destruction or loss (whether or not covered by insurance) with respect to any of the assets of the Company or any of its Subsidiaries that has had or would reasonably be expected to have a Material Adverse Effect;
(d) any (i) grant of any severance or termination pay to (A) any director or executive officer of the Company or any of its Subsidiaries or (B) any other officer or employee of the Company, except in the case of clause (B) which do not cost $100,000 individually or $500,000 in the aggregate, (ii) employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) entered into with any director, officer or employee of the Company or any of its Subsidiaries, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any of its Subsidiaries other than, in the case of employees (other than directors and officers), since in the ordinary course of business consistent with past practice;
(e) any redemption or other acquisition of Common Stock or other capital stock of the Company Balance Sheet Dateor options or rights to acquire shares of Common Stock or other capital stock of the Company by the Company or any declaration or payment of any dividend or other distribution in cash, stock or property with respect to Common Stock, except for purchases heretofore made pursuant to the terms of the Company's employee benefit plans;
(f) any issuance by the Company, or agreement or commitment of the Company to issue, any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock, except for the issuance of shares of Common Stock in accordance with the terms of outstanding Options; or
(g) any change by the Company in accounting principles except insofar as may have been required by a change in generally accepted accounting principles and disclosed in the SEC Reports filed prior to the date of this Agreement. Since February 3, 2002, the Company has conducted its business only in the ordinary course course, consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect except as disclosed in the SEC Reports filed prior to the Company;
(ii) event which, if it had taken place following the execution date of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event Agreement or occurrence which could reasonably be expected to prevent, hinder in Schedule 3.7 or materially delay the ability of the Company to consummate the transactions as contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (D&b Acquisition Sub Inc), Merger Agreement (Dave & Busters Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since July 31, since the Company Balance Sheet Date2018, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAAII;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco AAII in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Exchange Agreement (Atlantic Acquisition II, INc.), Exchange Agreement (Atlantic Acquisition II, INc.)
Absence of Certain Changes or Events. Except as disclosed in the RemSleep Holdings SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “RemSleep Holdings Balance Sheet Date, the Company ”) RemSleep Holdings has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyRemSleep Holdings;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company RemSleep Holdings to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company RemSleep Holdings of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company RemSleep Holdings of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company RemSleep Holdings relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company RemSleep Holdings of any contract or other right, in either case, material to the CompanyRemSleep Holdings, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyRemSleep Holdings, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company RemSleep Holdings or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyRemSleep Holdings;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyRemSleep Holdings;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyRemSleep Holdings;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyRemSleep Holdings; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Exchange Agreement (RemSleep Holdings Inc.), Exchange Agreement (RemSleep Holdings Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoNeoHydro Technologies Corp.;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NeoHydro Technologies Corp. in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Acquisition Agreement (Neohydro Technologies Corp.), Acquisition Agreement (Neohydro Technologies Corp.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the OTM Unaudited Financial Statements, since the Company Balance Sheet Date, the Company OTM has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyOTM including any amendments to its Articles of Incorporation and Bylaws;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoNAS;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company OTM to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company OTM of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco NAS in writing;
(v) creation or other incurrence by the Company OTM of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company OTM relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company OTM of any contract or other right, in either case, material to the CompanyOTM, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyOTM, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company OTM or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyOTM ;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyOTM;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyOTM;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyOTM; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (NAS Acquisition Inc), Share Exchange Agreement (NAS Acquisition Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event Disclosure Schedule or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions except as otherwise contemplated by this Agreement;
, from the period from December 31, 1995, through the date hereof, there has not been (iva) incurrenceany material damage, assumption destruction or guarantee casualty loss to the physical properties of the Companies (whether covered by insurance or not); (b) any material change in the business, operations or financial condition of the Companies; (c) any entry by the Company of Companies into any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or transaction, commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition without limitation any borrowing or disposition of any assetscapital expenditure) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge any of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees Companies' course of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability business other than in the ordinary course of business business; (d) any redemption or other acquisition by the Companies of the Companies' capital stock or any failure to pay any liability when due;
(ix) write-offs declaration, setting aside or write-downs payment of any assets dividend or other distribution in stock or property (other than cash) with respect to the Companies' capital stock; (e) other than in accordance with pre-existing plans, agreements and arrangements listed in the Disclosure Schedule, any increase in the rate or terms of compensation payable or to become payable by the Companies to its directors, officers or key employees or any increase in the rate or terms of any bonus, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any such directors, officers or key employees; (f) any acceleration of sales or reduction of aggregate administrative, marketing, advertising and promotional expenses or research expenditures other than in the ordinary course of business; (g) any sale, transfer or other disposition of any material asset of the Company;
Companies to any party, including the Seller, except for payment of third-party obligations incurred in the ordinary course of business in accordance with the Companies' regular payment practices; (xh) creation, any termination or amendment of, or waiver of any right under, any material contract rights of value to the business of the Company;
Companies; or (xii) damage, destruction any failure by the Companies to pay their accounts payable or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or obligations in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ordinary course of business consistent with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoingpast practices.
Appears in 2 contracts
Samples: Stock Purchase Agreement (SFX Entertainment Inc), Stock Purchase Agreement (SFX Broadcasting Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the AAII OTC Documents or contemplated in this Agreement, since January 10, 2018 (the Company “AAII Balance Sheet Date, the Company ”) AAII has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyAAII;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company AAII to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company AAII of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company AAII of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company AAII relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company AAII of any contract or other right, in either case, material to the CompanyAAII, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyAAII, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company AAII or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyAAII;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyAAII;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyAAII;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyAAII; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Exchange Agreement (Atlantic Acquisition II, INc.), Exchange Agreement (Atlantic Acquisition II, INc.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company date of the most recent financial statements included in the Pubco SEC Documents (the “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Membership Interests Purchase Agreement (Marine Drive Mobile Corp.), Membership Interests Purchase Agreement (Marine Drive Mobile Corp.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability businesses of the Acquired Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than has been conducted in the ordinary course of business consistent with past practices; (ii) to Seller’s Knowledge, there has not been any event, occurrence, development or any failure to pay any liability when due;
(ix) write-offs state of circumstances or write-downs of any assets of the Company;
(x) creation, termination or amendment offacts which has had, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or could reasonably expected be anticipated to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably aggregate, a Material Adverse Effect; or (iii) the Acquired Company has not permitted or allowed (A) any of the Assets to be expected subject to have a material adverse effect any lien or give rise to a material adverse change with respect to encumbrance (other than any Permitted Encumbrances) by, through or under Seller or the Acquired Company; or
(xiiiB) agreement other than the distribution to Seller of any cash held in any deposit or commitment checking account in the name of the Acquired Company, the distribution of any cash or other Assets of the Acquired Company; (C) the failure to pay or discharge when due any Claims the failure to pay or discharge of which has caused or may cause any material damage or risk of material loss; (D) a change in the bookkeeping or accounting methods or principles or Tax reporting principles used by the Acquired Company; (E) the election or rescission of any election relating to Taxes or settlement or compromise of any claim relating to Taxes; (F) the institution or settlement of any material legal actions, suits, legal proceedings or other Claims; or (G) the entry into any Contract (other than this Agreement and any document delivered pursuant to or permitted under this Agreement) by the Acquired Company to do any of the foregoing, except, in the case of each of (A) through (G), where such action has been taken under the Beta Operational Contracts or has been taken by the Operator (or any of its agents or subcontractors).
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Memorial Production Partners LP)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Existing Company has Entities have conducted its their business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyExisting Company Entities;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Existing Company Entities to consummate the transactions contemplated by this Agreement;
(iviii) incurrence, assumption or guarantee by the Existing Company Entities of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(viv) transaction or commitment made, or any contract or agreement entered into, by the Existing Company Entities relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Existing Company Entities of any contract or other right, in either case, material to the CompanyExisting Company Entities, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExisting Company Entities, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Existing Company Entity or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the CompanyExisting Company Entities;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExisting Company Entities;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExisting Company Entities;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExisting Company Entities; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Yubo International Biotech LTD), Share Exchange Agreement (Yubo International Biotech LTD)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Company’s Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change Material Adverse Effect with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions;
(iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.7 or in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(viv) creation or other incurrence by the Company of any lien Lien on any asset Asset other than those disclosed in subsection 3.7 or in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viiv) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiivi) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixvii) Material write-offs or write-downs of any assets Assets of the Company;
(xviii) creation, termination transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement;
(xiix) damagedamages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;; or
(xiix) other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Effect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Purchase Agreement (Imperial Garden & Resort, Inc.), Membership Interest Purchase Agreement (Imperial Garden & Resort, Inc.)
Absence of Certain Changes or Events. Except Since September 30, 1998, except as set forth on Schedule 2.01(g)contemplated by this Agreement, since disclosed in the Company Balance Sheet DateSEC Reports filed and publicly available prior to the date of this Agreement, the Company has and its subsidiaries have conducted its business their businesses only in the ordinary course and in a manner consistent with past practicepractice and, and since such date, there is not and has not been any:
(i) material adverse change with respect to any changes in the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) financial condition, event results of operations, assets, business or occurrence which could operations of the Company or any of its subsidiaries that would reasonably be expected to prevent, hinder or likely materially delay or impair the ability of the Company to consummate effect the closing of the transactions contemplated hereby, (ii) any condition, event or occurrence, other than such conditions or events or occurrences which, individually or in the aggregate, have not had and would not have a Material Adverse Effect, (iii) any damage, destruction or loss (whether or not covered by this Agreement;
insurance) with respect to any assets of the Company or any of its subsidiaries individually or in the aggregate in excess of $1.0 million, (iv) incurrenceany labor, assumption dispute or guarantee any labor union organizing activity, or any actual or threatened strike, work stoppage, slowdown or lockout, or any material change in its relationship with employees, customers, distributors or suppliers,(v) any revaluation by the Company of any indebtedness for borrowed money other than in of its material assets, including but not limited to writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing;
(v) creation writing off notes or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business business, (vi) any entry by the Company or any failure of its subsidiaries into any commitment or transactions material to pay any liability when due;
(ixthe Company and its subsidiaries taken as a whole other than in the ordinary course of business,(vii) write-offs or write-downs receipt of any assets notice of the Company;
(x) creation, termination or amendment ofthe occurrence of a default or the breach of any material contract, lease or other agreement, or waiver (viii) any other action which, if it had been taken after the date hereof, would have required the consent of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoingParent under Section 5.1 hereof.
Appears in 2 contracts
Samples: Merger Agreement (Microdyne Corp), Merger Agreement (L 3 Communications Holdings Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by as set forth in Schedule 3.8, since December 31, 1999, the ------------ business of the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments has been conducted in the ordinary course consistent with past practices and, other than any of the following actions taken in the ordinary course of business, there has not been any:
(a) Event that has had or is reasonably likely to have a Company Material Adverse Effect, and those contemplated by this Agreementno factor or condition exists and no event has occurred that would be likely to result in a Company Material Adverse Effect;
(viib) labor disputeDestruction of, damage to, or loss of, any material asset of the Company (whether or not covered by insurance);
(c) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization methods, policies, or rate) by the Company;
(d) Declaration or making of, or agreement to declare or make, any payment of dividends or distribution of any asset of any kind whatsoever in respect to any of the Company's interests, nor any purchase, redemption, or other acquisition or agreement to purchase, redeem, or otherwise acquire, any of such outstanding interests;
(e) Borrowing of, or agreement to borrow, any funds by the Company, and the Company has not incurred or become subject to any material obligation or liability (whether absolute, accrued, contingent or otherwise);
(f) Payment of any obligation or liability (absolute or contingent), by the Company other than routinecurrent liabilities reflected in or shown on the Company Financial Statements and current liabilities incurred in the ordinary course of business;
(g) Mortgage, individual grievancespledge, oror subjection to lien, to charge, or other encumbrance, of any of the knowledge assets, properties, or rights (tangible or intangible) of the Company, except for mechanics lien and Liens for taxes, in each case, not yet due and payable;
(h) Sale, transfer or disposal of any activity of the assets, properties, or proceeding by a labor union rights (tangible or representative thereof intangible) of the Company;
(i) Agreement entered into granting any preferential rights to organize purchase any employees of the assets, properties, or rights (tangible or intangible) of the Company (including management and control thereof), or requiring the consent of any lockoutsparty to the transfer and assignment of any such assets, strikesproperties, slowdowns, work stoppages or threats by or with respect to such employeesrights (including management and control thereof);
(viiij) paymentAmendment, prepayment modification, or discharge termination of liability any contract, lease, license, promissory note, commitment, indenture, mortgage, deed of trust, collective bargaining agreement, employee benefit plan, or any other than agreement, instrument, indebtedness, or obligation to which the Company is a party, or by which it or any of its assets or properties are bound, except those agreements, amendments, or terminations effected in the ordinary course of business or any failure to pay any liability when dueconsistent with past practices;
(ixk) write-offs Capital expenditure by the Company exceeding $25,000, or write-downs of any assets additions to property, plant and equipment used in the operations of the CompanyCompany other than ordinary repairs and maintenance;
(xl) creationCitation received by the Company from any governmental entity or agency for any violations of any act, termination or amendment oflaw, rule, regulation, or waiver code of any right undergovernmental entity or agency, any material contract of which citations in the Companyaggregate would be reasonably likely to result in a Company Material Adverse Effect;
(xim) damage, destruction Claim against the Company for damages or loss having, alleged damages for any actual or reasonably expected to have, a material adverse effect on the Company;
alleged negligence or other tort or breach of contract (xiiwhether or not fully covered by insurance) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to except as would not have a material adverse effect or give rise to a material adverse change with respect to the CompanyCompany Material Adverse Effect; or
(xiiin) agreement Agreement by the Seller, the Parent or commitment the Company to do any of the foregoingthings described in the preceding clauses.
Appears in 2 contracts
Samples: Purchase Agreement (Craig Corp), Purchase Agreement (Reading Entertainment Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Existing Company has Entities have conducted its their business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyExisting Company Entities;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Existing Company Entities to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Existing Company Entities of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Existing Company Entities relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Existing Company Entities of any contract or other right, in either case, material to the CompanyExisting Company Entities, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyExisting Company Entities, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Existing Company Entity or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyExisting Company Entities;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyExisting Company Entities;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyExisting Company Entities;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyExisting Company Entities; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (First China Pharmaceutical Group, Inc.), Share Exchange Agreement (First China Pharmaceutical Group, Inc.)
Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents or as set forth on Schedule 2.01(g2.02(g), since December 31, 2017 (the "Company Balance Sheet Date, ") the Company has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
: (i) material adverse change with respect to the Company;
; (ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 this Agreement without prior consent of Pubco;
the Company; (iii) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
; (iv) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
; (v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
; (vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
; (vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
; (ixviii) write-offs or write-downs of any assets of the Company;
; (xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
; (xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
; (xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
or (xiiixii) agreement or commitment to do any of the foregoing.
Appears in 2 contracts
Samples: Share Exchange Agreement (Big Time Holdings, Inc.), Share Exchange Agreement (Big Time Holdings, Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7 or in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, practice and there is not and has not been any:
(ia) material adverse change with respect to the Company;
(ii) event event, which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent;
(iiib) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(ivc) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(vd) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viie) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or or, to the Knowledge of the Company, threats by or with respect to such employeesemployees to do any of the foregoing;
(viiif) payment, prepayment or discharge of any material liability other than in the ordinary course of business or any failure to pay any material liability when due;
(ixg) material write-offs or write-downs of any assets Assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xih) damage, destruction or loss of any Assets of the Company having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;
(xiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; or
(xiiij) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Inventtech Inc.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g)in this Agreement, since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Pubco Balance Sheet Date, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company Seller has conducted its business only the Business in the ordinary and usual course and has maintained its records and books of account relating to the Business in a manner that fairly and accurately reflects its transactions, assets, and liabilities in accordance with GAAP consistently applied, and, since the Balance Sheet Date, there has been no Material Adverse Change in the condition of either of the Business, financial or otherwise, or in the Purchased Assets. In particular, and without limiting the foregoing, since the Balance Sheet Date, Seller has not with respect to the Business: (a) paid, discharged, or satisfied any claim, liability, or obligation except for claims, liabilities, and obligations disclosed or reserved against on the Balance Sheet or incurred since the Balance Sheet Date in the ordinary and usual course of business and consistent with past practice; (b) written down or written off any tangible asset or written down or written off any note or account receivable as uncollectible having a value or potential value in the aggregate in excess of Fifteen Thousand Dollars ($15,000); (c) canceled or waived, or agreed to cancel or waive, any debt, claim, or right (absolute or contingent) having a value or potential value in the aggregate in excess of Fifteen Thousand Dollars ($15,000); (d) subjected any of the Purchased Assets to any claim, lien, mortgage, security interest, encumbrance, charge, or other restriction other than Permitted Encumbrances; (e) disposed of or permitted a lapse of any license, permit, patent, trademark, trade name, or copyright; (f) disposed of or disclosed to any person any trade secret, formula, process, or know-how; (g) increased the compensation of, or declared or agreed to pay a bonus to, any officer or employee, except regularly scheduled increases in compensation to non-officer employees in the ordinary and there is not usual course of business; (h) made any payment, loan, or advance to, or entered into any agreement or arrangement (including agreements and has not been any:
arrangements relating to the sale, transfer, or lease of property or other assets) with, any director, officer, employee, or shareholder; (i) material adverse change with respect made any capital expenditure, purchase order, or commitment in excess of Fifteen Thousand Dollars ($15,000) for additions to the Company;
property, plant, equipment, or otherwise; (iij) event whichpurchased or placed a purchase order for inventory, if it had taken place following the execution of this Agreementsupplies, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) conditionor any other items, event or occurrence which could reasonably be expected to prevent, hinder entered into any other agreement or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money transaction other than in the ordinary and usual course and in amounts and on terms consistent with past practices of business; (k) suffered any loss of or as disclosed damage to Pubco in writing;
(v) creation physical property or other incurrence assets in excess of Fifteen Thousand Dollars ($15,000), whether or not covered by the Company of insurance; or (l) violated any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment madefederal, state, local, or any contract or agreement entered intoforeign law, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other rightstatute, in either caseordinance, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment ofregulation, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected order applicable to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoingSeller.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Balance Sheet Datedate of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change 3.5.1 Material Adverse Change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) 3.5.2 condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementStock Exchange;
(iv) 3.5.3 incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.9 or in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(v) 3.5.4 creation or other incurrence by the Company of any lien Lien on any asset Asset other than those disclosed in subsection 3.9 or in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) 3.5.5 labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) 3.5.6 payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) 3.5.7 Material write-offs or write-downs of any assets Assets of the Company;
(x) creation, termination 3.5.8 transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement;
(xi) damage3.5.9 damages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Change on the Company;; or
(xii) 3.5.10 other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Change to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Share Purchase/Exchange Agreement (Tengjun Biotechnology Corp.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)disclosed in the Pubco SEC Documents, since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iviii) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(viv) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(viv) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the CompanyPubco;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. (a) Except as set forth on disclosed in Disclosure Schedule 2.01(gSection 3.09(a), since the Company Balance Sheet Date, Seller has operated the Company has conducted its business only Stations in the ordinary course of business consistent with past practicepractices.
(b) Since the Balance Sheet Date through the date hereof, and except as set forth in Disclosure Schedule Section 3.09(b) or as contemplated by this Agreement, there is not and has not been anybeen:
(i) material adverse change with respect to the Companyany Material Adverse Effect;
(ii) event whichany damage, if it had taken place following the execution destruction or loss, whether or not covered by insurance, with respect to any of this Agreement, would not have been permitted by Section 3.01 without prior consent its property and assets having a replacement cost of Pubcomore than $100,000 per Market;
(iii) condition, event any individual transaction over $50,000 or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or individual commitment over $75,000 made, or any individual contract or agreement over $75,000 entered into, into by the Company relating to its assets or business Seller (including the acquisition or disposition of any assets) ), or any relinquishment by the Company Seller of any contract or other rightright valued at over $100,000, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices of business, including renewals or amendments to existing contracts, and those contemplated by this Agreement;
(iv) any material change in the programming policies of the Stations;
(v) the creation or other incurrence by Seller of any Lien on any Purchased Asset other than Permitted Liens;
(vi) any (x) establishment of any bonus, employment, severance, deferred compensation, retirement or other employee benefit plan (or any amendment to any such existing agreement), (y) grant of any severance or termination pay to any officer or employee of Seller, or (z) increase or change to the rate or nature of the compensation (including wages, salaries and bonuses) payable to any Person employed by Seller, except in each case, (A) as may be required by Law or existing contracts or applicable collective bargaining agreements and (B) in the ordinary course of business consistent with past practices;
(vii) any labor dispute, other than routine, routine individual grievances, or, to the knowledge of the Company, or any activity or proceeding by a labor union or representative thereof to organize any employees of Seller, which employees were not subject to a collective bargaining agreement at the Company Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employeesany employees of Seller;
(viii) paymentany sale of Owned Real Property, prepayment Leases or discharge other transfer, conveyance or termination of liability other than in the ordinary course of business leasehold rights in, such Owned Real Property or any failure to pay any liability when dueReal Property Leases;
(ix) write-offs any change in any method of accounting or write-downs accounting practice by Seller except for any such change required by reason of any assets of the Company;a concurrent change in GAAP; or
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoinganything set forth in this Section 3.09(b).
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Absence of Certain Changes or Events. Except as disclosed in the WRAP SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the WRAP SEC Documents, the Company WRAP has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyWRAP;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company WRAP to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company WRAP of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Health Max in writing;
(v) creation or other incurrence by the Company WRAP of any lien security interest on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company WRAP relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company WRAP of any contract or other right, in either case, material to the CompanyWRAP, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyWRAP, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company WRAP or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyWRAP;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyWRAP;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyWRAP;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyWRAP; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the Company to the Knowledge of the Company;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixh) write-offs or write-downs of any assets Assets of the Company;
(xi) creation, termination or amendment of, or waiver of any right under, any material contract to the Knowledge of the Company;
(xi) , damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;
(xiij) to the Knowledge of the Company, other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company;
(k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(xiiil) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet License Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(viv) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the Company;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoCELE;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco CELE in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Exchange Agreement (Celexus, Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the Audited Financial Statements, since the Company Balance Sheet Date, the Company each Member has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary regular course consistent with past practices, and there has not been:
(a) any Material Adverse Effect;
(vib) transaction any material damage, destruction or commitment madecasualty loss to any material asset or property of any Member that is not covered by insurance that will be promptly paid to the Member;
(c) except as disclosed in Schedule 7.10, any entry into any employment agreement, deferred compensation or other similar agreement or any arrangement with any of their officers or employees; any increase in the rate or terms of the compensation payable or to become payable to employees of any Member, except increases occurring in accordance with customary practices or in accordance with existing collective bargaining or employment agreements, or any contract modification in employee benefits, or agreement entered into, any borrowing of money from any Member by the Company relating to its assets or business (including the acquisition or disposition any employee of any assetsMember (other than routine travel and similar advances);
(d) or any relinquishment waiver by the Company any Member of any contract rights or other rightclaims having value, except rights or claims not in excess of $10,000, in either casethe aggregate, material to the Company, other than transactions and commitments or that were waived in the ordinary course of business and consistent with past practices and those contemplated by this Agreementpractice;
(viie) labor dispute, other than routine, individual grievances, or, any failure to collect the knowledge accounts receivable of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability Member other than in the ordinary course of business and in amounts not exceeding the applicable reserves or any failure to pay the accounts payable and other current liabilities of any liability Member in any manner when duedue other than amounts that are subject to a bona fide dispute;
(ixf) write-offs any sale, assignment, lease, transfer or write-downs other disposition, or the execution of any agreement for the sale, assignment, lease, transfer or other disposition, of any assets of any Member, except in the Companyordinary course of business and consistent with past practice;
(xg) creationany change by any Member in accounting or bookkeeping methods, termination principles or amendment ofpractices, or waiver of any right under, any material contract of the Companyexcept as required by GAAP;
(xih) damageany borrowing of money, destruction including any increase or loss having, extension of purchase money credit of any Member or reasonably expected to have, a material adverse effect on any increase in the CompanyLiabilities of any Member from those reflected in the Unaudited Financial Statements other than current Liabilities incurred in the ordinary course of business and consistent with past practice;
(xiii) any transaction with any officer, director or shareholder (including any of their respective family members) of any Member or any of their respective Affiliates, other condition, event or occurrence which individually or than payments of salary and employee benefits in the aggregate could reasonably be expected to have a ordinary course;
(j) any declaration or payment of any dividend or other distribution on or with respect to, or any redemption or purchase or other acquisition of, the capital stock of any Member;
(k) any change in any material adverse effect Tax election or give rise to a material adverse change any other action with respect to Taxes that is inconsistent with past practices;
(l) any material change in the CompanyNet Worth of any Member; or
(xiiim) agreement any agreement, arrangement or commitment understanding, whether oral or written, to do any of the foregoingforegoing matters listed in clauses (a) through (l) inclusive.
Appears in 1 contract
Absence of Certain Changes or Events. Since the Servicesoft Balance Sheet Date, Servicesoft and the Subsidiaries have carried on their business in the ordinary course substantially in accordance with the procedures and practices in effect on the Servicesoft Balance Sheet Date.
(a) Except as set forth on Schedule 2.01(g)in Item 4.11(a) of the Servicesoft Disclosure Letter or permitted by the terms of this Agreement, since the Company Servicesoft Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and Date there is not and has not been anywith respect to Servicesoft or any Subsidiary:
(i) material any change, circumstance or effect that is or is reasonably likely to be materially adverse change with respect to the Companybusiness, employees, assets (including intangible assets), capitalization, financial condition, operations or results of operations of Servicesoft and its Subsidiaries, taken as a whole;
(ii) event which, if it had taken place following any contingent liability incurred by Servicesoft or any Subsidiary as guarantor or surety with respect to the execution obligations of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcoothers which exceed in the aggregate $100,000;
(iii) conditionany mortgage, event encumbrance or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability lien placed on any of the Company to consummate properties of Servicesoft or any Subsidiary except: (A) mechanics', carriers', workers' and other similar liens arising in the transactions contemplated by this Agreementordinary course of business, and (B) liens for current Taxes not yet due and payable;
(iv) incurrenceany purchase, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation license, sale or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment madedisposition, or any contract agreement or agreement entered intoother arrangement for the purchase, by license, sale or other disposition, of any of the Company relating to its property (including Servicesoft IP Rights, as defined in Section 4.12(b)), assets or business (including the acquisition or disposition goodwill of any assets) Servicesoft or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability its Subsidiaries other than in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice;
(ixv) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss havingof any material property or asset, whether or reasonably expected to have, a material adverse effect on the Companynot covered by insurance;
(xiivi) other condition, event or occurrence which individually or any change in the aggregate could reasonably be expected compensation payable or to have a material adverse effect or give rise become payable to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of Servicesoft's or any Subsidiary's directors, officers, employees or consultants (other than normal raises) for non-officers in connection with promotions or annual performance evaluations, in the foregoing.ordinary course of business consistent with past practice), or any change or agreement to make any bonus
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)to the extent not material to EINI or in connection with the transactions contemplated hereby, since January 1, 1998, there has not been any of the Company Balance Sheet Datefollowing:
(a) any event, the Company damage, destruction or loss, whether covered by insurance or not, which has conducted its business only had a material adverse effect;
(b) any entry by EINI into a commitment or transaction material to EINI, which is not in the ordinary course of business consistent with past prior practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(iic) event whichany change by EINI in accounting principles, if it had taken place following the execution of this Agreementmethods or practices, would not except insofar as may have been permitted required by Section 3.01 without prior consent of Pubcoa change in GAAP;
(iiid) conditionexcept as required by its terms, event any declaration, payment or occurrence which could reasonably be expected setting aside for payment of any dividends or distributions in respect to preventshares of capital stock of EINI, hinder or materially delay the ability any redemption, purchase or other acquisition of the Company to consummate the transactions contemplated by this Agreementany shares of capital stock of EINI;
(ive) incurrence, assumption or guarantee by the Company any cancellation of any indebtedness for borrowed money other than debts or waiver or release of any right or claim of EINI individually or in the aggregate material to EINI, whether or not in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingof business;
(vf) creation or other incurrence any revaluations by the Company EINI of any lien on any asset other than in the ordinary course consistent with past practicesof its assets or liabilities, including without limitation, writing off notes or accounts receivable;
(vig) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business consistent with prior practice, any increase in the rate or terms of compensation payable or to become payable by EINI to its personnel; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of personnel of EINI; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by EINI for its personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on January 1, 1998;
(h) any Tax election or settlement or compromise by EINI of any federal, state, local or foreign Tax liability;
(i) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of EINI, other than in connection with the transactions contemplated hereby;
(j) any purchase, acquisition or sale by EINI of any assets, other than in the ordinary course of business consistent with prior practice;
(k) any amendment, cancellation or termination of any material contract, including, without limitation, any license or sublicense, or other instrument to which EINI is a party or to which EINI or any of the assets of EINI is bound;
(1) any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, due any material contract obligation of the CompanyEINI;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(gdescribed in ------------------------------------------------- the Financial Statements (or in the notes thereto), or as otherwise agreed to in this Agreement or in writing by Buyer, since the Company Balance Sheet Date, date of the 1995 Financials:
(a) the Company has conducted its business only in the ordinary course consistent with past practice, and usual course; (b) there is not and has not been any:
(i) any material adverse change in the condition (financial or otherwise), results of operations, businesses, properties, assets, liabilities or earnings of the Company taken as a whole and the Company is not aware of any information (excluding public information regarding economic conditions and similar matters of general application) which reasonably could be expected to result therein; (c) neither the Seller nor the Company has entered into any employment or severance agreements, or granted any increase in compensation, bonuses, severance pay, or other employee benefits, payable to or with respect to the Company;
any Company Employee (ii) event which, if it had taken place following the execution as defined in Section 5.8 of this Agreement), would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of except for any indebtedness for borrowed money other than increase in compensation granted in the ordinary course and in amounts and on terms of business consistent with past practices for the Company Employees or as disclosed to Pubco in writing;
required under Sections 5.8 or 5.9 of this Agreement. (vd) creation or other incurrence by the Company of has not made any lien on loans or advances to any asset other than in the ordinary course consistent with past practices;
(vi) transaction officer, director, shareholder or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees Affiliate of the Company (except for ordinary travel and business expense payments); (e) the Company has not declared or paid, or accrued any lockoutsliability for the payment of, strikes, slowdowns, work stoppages any dividends or threats by or made any other distributions to its shareholders with respect to such employees;
shares of Common Stock; (viiif) payment, prepayment the Company has not entered into any material commitment or discharge of liability transaction (including without limitation any borrowing or capital expenditure) other than in the ordinary course of business; (g) there has not been any material change in the accounting methods or practices followed by the Company except as required by GAAP and disclosed to Buyer; (h) the Company has not incurred any debt, liability or obligation, whether accrued, absolute, contingent or otherwise, which is material to the business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets financial condition of the Company;
Company other than in the ordinary course of business; (xi) creationthe Company has not sold, termination assigned, transferred or amendment ofgranted any exclusive license with respect to any trademark, trade name, service xxxx, copyright, trade secret or waiver of other intangible asset; (j) the Company has not issued, redeemed or repurchased any right understock, bond or other corporate security; (k) the Company has not experienced any material damage, theft or loss; (l) the Company has not relinquished any material contract of or contract right; (m) the Company;
Company has not entered into any commitment (xicontingent or otherwise) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.. 8
Appears in 1 contract
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i1) material adverse change with respect to the CompanyPubco;
(ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv4) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v5) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi6) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as disclosed in the Echo SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Echo SEC Documents, the Company Echo has conducted its business only in the ordinary course consistent with past practiceOrdinary Course of Business in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change Material Adverse Change with respect to the CompanyEcho;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoATAH;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Echo of any indebtedness for borrowed money other than in the ordinary course Ordinary Course of Business and in amounts and on terms consistent with past practices or as disclosed to Pubco ATAH in writing;
(viv) creation or other incurrence by the Company Echo of any lien on any asset other than in the ordinary course consistent with past practicesOrdinary Course of Business;
(viv) transaction or commitment made, or any contract or agreement entered into, by the Company Echo relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Echo of any contract or other right, in either case, material to the CompanyEcho, other than transactions and commitments in the ordinary course consistent with past practices Ordinary Course of Business and those contemplated by this Agreement;
(viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyEcho, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Echo or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiivii) payment, prepayment or discharge of liability other than in the ordinary course Ordinary Course of business Business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets material assets, or any material amount of the Companyassets, of Echo;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xiiix) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Change with respect to the CompanyEcho; or
(xiiix) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Share Exchange Agreement (Marine Drive Mobile Corp.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since September 30, since 2010, each of the Company Balance Sheet Date, the Company and its Subsidiaries has conducted its business only in the ordinary course and in a manner consistent with past practice, practice and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event whichany event, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event change, action, failure to act or occurrence transaction which could would be reasonably be expected to preventresult, hinder individually or materially delay in the ability of the aggregate, in a Company to consummate the transactions Material Adverse Change. Except as expressly contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than as reflected in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment madeInterim Financial Statements, or any contract or agreement entered intosince September 30, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right2010, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees each of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;and its Subsidiaries has not:
(viiia) paymentsold, prepayment leased, assigned or discharge transferred to any third party any of liability other than its tangible assets or properties, except in the ordinary course of business or any failure to pay any liability when dueand consistent with past practice;
(ixb) write-offs sold, leased, assigned or write-downs transferred to any third party any Company Intellectual Property or other intangible assets or properties, except in the ordinary course of any assets of the Companybusiness and consistent with past practice;
(xc) creationentered into any agreement or arrangement for the purchase of any properties or assets, whether tangible or intangible, except in the ordinary course of business and consistent with past practice;
(d) suffered any material acceleration, material modification, termination or amendment cancellation of any Contract to which the Company or any of its Subsidiaries is a party;
(e) entered into any agreement or arrangement either outside the course of business not consistent with past practice, or involving more than US $ 1,000,000 in the aggregate if with a customer or a supplier, or involving more than US $ 250,000 for any other agreement;
(f) waived, released, cancelled or compromised any claims against third parties or debts owing to it, or any rights, which have any material value;
(g) suffered any resignation or termination of employment of any Key Employee, or group of five or more employees or with respect to Brazil, Slovakia and Norway a group of ten or more employees and consultants (hereinafter referred to as an “Employee Group”), of the Company or any of its Subsidiaries.
(h) received a notice that there has been a loss of, or waiver of any right undermaterial order cancellation by, any material contract customer of the CompanyCompany or any of its Subsidiaries;
(xii) suffered any damage, destruction or loss havinglosses, of any tangible assets or reasonably expected to have, a material adverse effect on property exceeding US $ 200,000 individually or US $ 800,000 in the Companyaggregate;
(xiij) other conditiondeclared, event set aside or occurrence which individually paid any dividends or in the aggregate could reasonably be expected to have a material adverse effect made any distributions on or give rise to a material adverse change with respect to the Company’s securities or the securities of its Subsidiaries, or directly or indirectly redeemed or purchased any of the Company’s securities or the securities of its Subsidiaries;
(k) settled any audit or other dispute relating to any Tax, changed any method of accounting for Tax purposes, amended any Tax Return, or made or changed any Tax election;
(l) undertaken any change in accounting principles, policies, classifications, judgments and estimation methodology;
(m) delayed or postponed the payment of accounts payable and other liabilities or obligations outside the course of business not consistent with past practice;
(n) made any loans or advances of money (other than routine advances to employees in the ordinary course of business consistent with past practice);
(o) made any borrowings or incurred any indebtedness (other than trade payables in the ordinary course of business consistent with past practice), or assumed, guaranteed or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any indebtedness or loans not in accordance with their terms;
(p) entered into, adopted, amended or terminated any bonus, profit sharing, compensation, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee, resulting in an aggregate increase of more than 3% of the annual costs of employee compensation reflected in the Financial Statements for 2009;
(q) made any capital expenditures or commitments for same exceeding US $200,000 per expenditure or commitment or US $800,000 in the aggregate;
(r) suffered any Company Material Adverse Change; or
(xiiis) entered into any agreement obligating the Company or commitment any of its Subsidiaries to do take any of the actions specified above or otherwise committed to any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practicecourse, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien security interest on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Indo Global Exchange(s) Pte, Ltd.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)4.15, since the Company Balance Sheet DateApril 1, 2003, the Company Company, and Xxxx Innovations with respect to the Xxxx i–Monitoring Business, has conducted its business only in the ordinary course and consistent with past prior practice, and there is not and has not been anybeen:
(ia) any material adverse change with respect to in the Companyassets, liabilities, properties, business, operations, prospects or condition (financial or other) of the Xxxx i–Monitoring Business, except changes in the ordinary course of business;
(iib) event whichany occurrence or the existence of any transaction, if it had taken place following the execution of this Agreementcommitment, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) dispute or other event, fact or condition, event or, to the best of the knowledge of Xxxx Innovations, threat thereof, causing or occurrence which that could reasonably be expected to prevent, hinder or materially delay cause such a material adverse change set forth in Section 4.15(a) above in the ability of the Company to consummate the transactions contemplated by this Agreementfuture;
(ivc) incurrenceany material damage, assumption destruction, loss or guarantee claim, whether or not covered by insurance, materially adversely affecting the Company assets, properties (tangible or intangible), business, operations, prospects or condition (financial or other) of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingXxxx i–Monitoring Business;
(vd) creation any sale, transfer or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment madedisposition of, or any contract mortgage or agreement entered intopledge of, by the Company relating to its assets or business (including the acquisition or disposition imposition of any assets) Lien (other than such rights to Licensed Sensor Technology licensed to Xxxx Energy, LLC, Xxxxx Xxxxxx Incorporated or any relinquishment by of their respective affiliates under the Company of Technology Agreement), on, any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity properties or proceeding by a labor union or representative thereof to organize any employees assets of the Company or any lockoutsXxxx i–Monitoring Business, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when duebusiness;
(ixe) write-offs any capital expenditures or write-downs commitments therefor in excess of any assets of $5,000 in the Companyaggregate;
(xf) creation, termination any cancellation or amendment of, or waiver nonrenewal of any right under, any material contract of authorizing the Company;
(xi) damage, destruction Company or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change Xxxx Innovations with respect to the CompanyXxxx i–Monitoring Business to use Intellectual Property Rights of any third parties;
(g) any acceleration of the billing of customers or the collection of their accounts receivable or the delay in payment of accounts payable or accrued expenses or the deferment of expenses;
(h) any incurrence of indebtedness for borrowed money or for the deferred purchase of property;
(i) any cancellation of material debts owed to or material claims held by the Company or Xxxx Innovations with respect to the Xxxx i–Monitoring Business;
(j) any increase in the regular rate of compensation payable by it to any officer, director or employee, other than normal merit and cost of living increases granted in the ordinary course of business; or any increase in the compensation to any officer, director, employee or stockholder by bonus, percentage, compensation service award or in any other way, and no such increase is contractually or legally required;
(k) the establishment, any agreement to establish or any material change in any Employee Benefit Plan, and no such change is contractually or legally required;
(l) any payment, discharge or satisfaction of any claims, liabilities or obligations other than in the usual and ordinary course of business; or
(xiiim) agreement any agreement, whether in writing or commitment otherwise, that in any way legally binds the Company to do take any of the foregoingaction described in this Section 4.15.
Appears in 1 contract
Samples: Share Purchase and Asset Transfer Agreement (Luna Innovations Inc)
Absence of Certain Changes or Events. Except as set forth on in Schedule 2.01(g)------------------------------------ -------- 2.9, since June 30, 2000, there has not been any: (i) transaction by the Company Balance Sheet Date, the Company has conducted its business only --- except in the ordinary course of business and consistent with past practicepractices; (ii) capital expenditure or commitment by the Company, and there is either individually or in the aggregate, exceeding Cdn$100,000; (iii) destruction of, material damage to or loss of any material assets, business or customer of the Company (whether or not and has not been any:
covered by insurance); (iiv) claim of wrongful discharge or dismissal or other unlawful labor practice or action or, to the Company's Knowledge, any union, collective bargaining or labor organizing activity; (v) material adverse change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company, or any material disagreement between the Company and its auditors; (vi) revaluation by the Company of any of its material assets, including without limitation any write-down of the value of any inventory or any write-off of any accounts or notes receivable; (vii) declaration, setting aside or payment of a dividend or other distribution with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability shares of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any shares in the share capital of the Company; (viii) increase in the salary or other compensation payable or to consummate become payable by the transactions Company to any of the Company's officers, directors, employees, consultants or advisors, or the declaration, payment or commitment or obligation of any kind for the payment of a bonus or other additional salary or compensation to any such Person other than in the ordinary course of business of the Company consistent with past practice and except as otherwise contemplated by this Agreement;
; (ivix) incurrencechange-of-control award granted to any officer, assumption director, employees, consultants or guarantee advisors; (x) sale, lease, license or other disposition of any of the assets or properties of the Company, except in the ordinary course of business as conducted on that date and consistent with past practices; (xi) material amendment or termination of any Company Contract; (xii) loan by the Company to any Person, incurring by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence money, guaranteeing by the Company of any lien on indebtedness for borrowed money, issuance or sale of any asset other than debt securities of the Company or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices;
; (vixiii) transaction waiver or commitment maderelease of any material right or claim of the Company, including any write-off or other compromise of any contract or agreement entered into, by account receivable of the Company relating which has had or would reasonably be expected to its assets or business have a Material Adverse Effect on the Company; (including the acquisition or disposition xiv) notice of any assets) claim of ownership by a third party of any Company Intellectual Property or any relinquishment notice of infringement by the Company of any contract third party's intellectual property rights; (xv) change in pricing or other right, royalties set or charged by the Company to its customers or licensees or in either case, material pricing or royalties set or charged by Persons who have licensed Company Intellectual Property to the Company, other than transactions and commitments Company except in the ordinary course of business as conducted on that date, consistent with past practices and those contemplated by this Agreement;
practices; (viixvi) labor disputepayment, other than routinedischarge or satisfaction of any encumbrance, individual grievances, or, to the knowledge of the Company, any activity liability or proceeding by a labor union or representative thereof to organize any employees obligation of the Company (whether absolute, accrued, contingent or any lockoutsotherwise, strikes, slowdowns, work stoppages and whether due or threats by or with respect to such employees;
(viiibecome due) payment, prepayment or discharge of liability other than in the ordinary course of business as conducted on that date, consistent with past practices; or any failure to pay any liability when due;
(ixxvii) write-offs forward purchase contracts or write-downs of any assets of the Company;
(x) creationforward sales commitments, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or than in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change ordinary course of business as conducted on that date, consistent with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoingpast practices.
Appears in 1 contract
Samples: Amalgamation Agreement (Numerical Technologies Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoPropell;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Selling Shareholders to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Propell in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Share Exchange Agreement (Propell Technologies Group, Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the Company;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vif) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(g) material write-offs or write-downs of any Assets of the Company;
(h) damage, destruction or loss having, or reasonably expected to have, a Material Adverse Effect on the Company;
(i) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or give rise to a Material Adverse Effect with respect to the Company;
(j) transaction or commitment made, or any contract Contract or agreement entered into, by the Company relating to its assets Assets or business (including the acquisition or disposition of any assetsAssets) or any relinquishment by the Company of or any contract Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by in this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiiik) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on in Disclosure Schedule 2.01(g)3.6, since the Company Balance Sheet DateDate and through and as of the date of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been anynot:
(ia) material adverse change with respect to the Company;
(ii) event whichreceived oral or written notice that there has been, if it had taken place following the execution of this Agreementwill be or may be a contract cancellation by any current customer, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event supplier or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge licensor of the Company, any activity which cancellation would result in lost annual revenues of at least $25,000, or proceeding by a labor union or representative thereof to organize any employees of $50,000 in the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeesaggregate;
(viiib) paymenttaken any action or entered into or agreed to enter into any transaction, prepayment agreement or discharge of liability commitment other than in the ordinary course of business or any failure to pay any liability when duebusiness;
(ixc) write-offs permitted or write-downs allowed any of its assets to be subjected to any Encumbrance;
(d) other than in the ordinary course of business, sold, transferred or otherwise disposed of any of its properties or assets with an aggregate net book value in excess of $25,000;
(e) disposed of or permitted to lapse any rights to the use of any trademark, trade name, patent or copyright, or disposed of or disclosed to any Person other than representatives of Parent or any Person who has signed a written nondisclosure agreement containing customary terms (copies of which have been delivered to Parent) any trade secret, formula, process or know-how not theretofore a matter of public knowledge;
(f) received notice of, or otherwise obtained Knowledge of: (i) any Claim involving, pending against or threatened against the Company or any employee of the Company before or by any Governmental Body or other Person or (ii) any outstanding or unsatisfied judgments, orders, decrees or stipulations to which the Company or any officer, director or employee of the Company is a party, which in the case of either clause (i) or (ii) relate directly to the transactions contemplated herein or that could have any material adverse effect upon the business of the Company or its assets;
(g) entered into or agreed to any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company;Company to a third party or any amendment or change to any existing license or other agreement relating to intellectual property; or
(xh) creation, termination or amendment received notice of, or waiver of any right underotherwise obtained Knowledge of, any material contract of the Company;
(xi) damage, destruction other events or loss having, or facts that would be reasonably expected likely to have, have a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Captaris Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since September 30, since the Company Balance Sheet Date2017, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event event, which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAA;
(iii) condition, event or occurrence occurrence, which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco AA in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Share Exchange Agreement (Atlantic Acquisition Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet AMACEing Products Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iviii) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or and as disclosed to Pubco PGID in writing;
(viv) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(viv) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viivi) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiivii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the Company;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Share Exchange Agreement (Peregrine Industries Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company CLI Balance Sheet Date, the Company CLI has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the CompanyCLI;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoCLI;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company CLI to consummate the transactions contemplated by this Agreement;
(ivd) incurrence, assumption or guarantee by the Company CLI of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company CLI of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiif) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixg) material write-offs or write-downs of any assets Assets of the CompanyCLI;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xih) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the CompanyCLI;
(xiii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to CLI;
(j) transaction or commitment made, or any Contract or agreement entered into, by CLI relating to its Assets or business (including the Companyacquisition or disposition of any Assets) or any relinquishment by CLI or any Contract or other right, in either case, material to CLI, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(xiiik) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except Since the Statement Date until the date of this Agreement, except as set forth on Schedule 2.01(g), since the Company Balance Sheet Datecontemplated by this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been occurred any:
(ia) material adverse change with respect to commitment for capital expenditure by the CompanyCompany exceeding $100,000 individually or $250,000 in the aggregate;
(iib) event whichpayment, if it had taken place following discharge or satisfaction in excess of $100,000 individually or $250,000 in the execution aggregate, of this Agreementany claim, would not have been permitted by Section 3.01 without prior consent liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of Pubcothe Company), other than payments, discharges or satisfactions of liabilities in the ordinary course of business reserved against in the Statement of Net Assets;
(iiic) conditiondestruction, event damage or occurrence which could reasonably be expected to prevent, hinder loss in excess of $100,000 individually or materially delay $250,000 in the ability aggregate of any material assets (whether tangible or intangible) of the Company to consummate the transactions contemplated (whether or not covered by this Agreementinsurance), excluding Intellectual Property;
(ivd) incurrence, assumption or guarantee revaluation by the Company of any indebtedness for borrowed money other than in of its assets (whether tangible or intangible), including, without limitation, writing down the ordinary course and in amounts and on terms consistent with past practices value of inventory or as disclosed to Pubco in writing;
(v) creation writing off notes or other incurrence by the Company of any lien on any asset accounts receivable, other than in the ordinary course consistent with past practicespractice;
(vie) transaction sale, lease, license or commitment madeother disposition of any of the assets (whether tangible or intangible) or properties of the Company for an amount in excess of $100,000 individually or $250,000 in the aggregate outside of the ordinary course of business, including, but not limited to, the sale of any accounts receivable of the Company, or any contract creation of any security interest in such assets or agreement entered intoproperties, excluding Intellectual Property;
(f) loan by the Company relating to its assets any Person, or business (including the acquisition or disposition of any assets) or any relinquishment purchase by the Company of any contract debt securities of any Person;
(g) incurrence by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, guarantee by the Company of any Indebtedness, issuance or other rightsale of any debt securities of the Company or guarantee of any debt securities of others;
(h) commencement or settlement of any lawsuit by the Company, the commencement, settlement or, to the Knowledge of the Company, threat in either case, material to writing of any lawsuit or proceeding against the Company, other than transactions and commitments settlements, lawsuits or proceedings involving monetary amounts less than $100,000 individually or $250,000 in the ordinary course consistent aggregate and which settlements do not include the license of Intellectual Property or restrictions on the Company's business;
(i) agreement by the Company, or any officer, employee or Seller on behalf of the Company to do any of the things described in the preceding clauses (a) through (h) of this SECTION 3.10 (other than negotiations with past practices Purchaser and those its representatives regarding the transactions contemplated by this Agreement);
(viii) labor disputeexcept standard outbound licenses and evaluation, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than non-disclosure and professional services agreements entered into in the ordinary course of business business, (A) sale or any failure to pay any liability when due;
(ix) write-offs or write-downs license of any assets of the Company;
's Intellectual Property or (xB) creationexecution, termination material modification or material amendment of, or waiver of any right under, agreement with respect to any material contract of the Company;
(xi) damage, destruction 's Intellectual Property with any Person or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Intellectual Property of any Person; (ii) except in the ordinary course of business, purchase or license of any Intellectual Property of any Person; (iii) except for professional services agreements entered into in the ordinary course of business, agreement or material modification or material amendment of an existing agreement existing as at the Statement Date with respect to the development of any Intellectual Property with a third party; (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company; or (v) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company of the Company's Intellectual Property or of infringement by the Company of any other Person's Intellectual Property; or
(xiiik) agreement any other event or commitment condition of any character that has had or is reasonably likely to do any of the foregoinghave a Company Material Adverse Effect or a Seller Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nuance Communications, Inc.)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since June 30, since the Company Balance Sheet Date2015, the Company Q2P has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyQ2P including any amendments to its Articles of Incorporation or Bylaws;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.01 without prior consent of PubcoAPGR;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Q2P to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Q2P of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco APGR in writing;
(v) creation or other incurrence by the Company Q2P of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Q2P relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Q2P of any contract or other right, in either case, material to the CompanyQ2P, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyQ2P, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Q2P or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyQ2P;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyQ2P;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyQ2P;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyQ2P; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)in Section 4.1(i) of the Company Disclosure Schedule, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practicepractice and as permitted by Article 5, and there is not and has not been anybeen, except as permitted pursuant to Section 5.1:
(i) material adverse change any event, occurrence, circumstance or development that has had, or could reasonably be expected to have, a Material Adverse Effect with respect to the Company;
(ii) any declaration, setting aside or payment of any dividend (whether in cash, stock or property) with respect to any of the Company’s capital stock or any repurchase, redemption or other acquisition by the Company of any amount of outstanding shares of capital stock or other equity securities of, or other ownership interests in, the Company;
(iii) any amendment of any term of any outstanding security of the Company that would increase the obligations of the Company under such security;
(iv) (A) any incurrence or assumption by the Company of any indebtedness for borrowed money, or (B) any guaranty, endorsement or other incurrence or assumption of liability, whether directly, contingently or otherwise, by the Company for the obligations of any other Person;
(v) any creation or assumption by the Company of any Lien on any material asset of the Company, other than Permitted Liens;
(vi) any making of any loan, advance or capital contribution to or investment in any Person by the Company other than loans, advances, capital contributions or investments, in each case not exceeding $50,000 or to the Company;
(vii) (A) any Material Contract entered into by the Company on or prior to the date hereof, or (B) any (i) modification, amendment, assignment, in a manner adverse to the Company, or (ii) termination or relinquishment by the Company, of any Material Contract or other material contract, license or other right (including any insurance policy naming it as a beneficiary or loss payable payee), in each case except with respect to the execution and delivery of this Agreement;
(viii) (A) any granting by the Company to any director, officer or key employee of the Company of any increase in compensation, (B) any granting by the Company to any such director, officer or key employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the Company Balance Sheet Date, or (C) any entry by the Company into any employment, severance or termination agreement with any such director, officer or key employee;
(ix) any damage, destruction or loss suffered or incurred by the Company not covered by insurance that has or reasonably could be expected to exceed $500,000;
(x) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP; or
(xi) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing5.1.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 of the Agreement without the prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its their assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the any Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by as set forth in Schedule 3.8, since December ------------ 31, 1999, the business of the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments has been conducted in the ordinary course consistent with past practices and, other than any of the following actions taken in the ordinary course of business, there has not been any:
(a) Event that has had or is reasonably likely to have a Company Material Adverse Effect, and those contemplated by this Agreementno factor or condition exists and no event has occurred that would be likely to result in a Company Material Adverse Effect;
(viib) labor disputeDestruction of, damage to, or loss of, any material asset of the Company (whether or not covered by insurance);
(c) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization methods, policies, or rate) by the Company;
(d) Declaration or making of, or agreement to declare or make, any payment of dividends or distribution of any asset of any kind whatsoever in respect to any of the Company's interests, nor any purchase, redemption, or other acquisition or agreement to purchase, redeem, or otherwise acquire, any of such outstanding interests;
(e) Borrowing of, or agreement to borrow, any funds by the Company, and the Company has not incurred or become subject to any material obligation or liability (whether absolute, accrued, contingent or otherwise);
(f) Payment of any obligation or liability (absolute or contingent), by the Company other than routinecurrent liabilities reflected in or shown on the Company Financial Statements and current liabilities incurred in the ordinary course of business;
(g) Mortgage, individual grievancespledge, oror subjection to lien, to charge, or other encumbrance, of any of the knowledge assets, properties, or rights (tangible or intangible) of the Company, except for mechanics lien and Liens for taxes, in each case, not yet due and payable;
(h) Sale, transfer or disposal of any activity of the assets, properties, or proceeding by a labor union rights (tangible or representative thereof intangible) of the Company;
(i) Agreement entered into granting any preferential rights to organize purchase any employees of the assets, properties, or rights (tangible or intangible) of the Company (including management and control thereof), or requiring the consent of any lockoutsparty to the transfer and assignment of any such assets, strikesproperties, slowdowns, work stoppages or threats by or with respect to such employeesrights (including management and control thereof);
(viiij) paymentAmendment, prepayment modification, or discharge termination of liability any contract, lease, license, promissory note, commitment, indenture, mortgage, deed of trust, collective bargaining agreement, employee benefit plan, or any other than agreement, instrument, indebtedness, or obligation to which the Company is a party, or by which it or any of its assets or properties are bound, except those agreements, amendments, or terminations effected in the ordinary course of business or any failure to pay any liability when dueconsistent with past practices;
(ixk) write-offs Capital expenditure by the Company exceeding $25,000, or write-downs of any assets additions to property, plant and equipment used in the operations of the CompanyCompany other than ordinary repairs and maintenance;
(xl) creationCitation received by the Company from any governmental entity or agency for any violations of any act, termination or amendment oflaw, rule, regulation, or waiver code of any right undergovernmental entity or agency, any material contract of which citations in the Companyaggregate would be reasonably likely to result in a Company Material Adverse Effect;
(xim) damage, destruction Claim against the Company for damages or loss having, alleged damages for any actual or reasonably expected to have, a material adverse effect on the Company;
alleged negligence or other tort or breach of contract (xiiwhether or not fully covered by insurance) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to except as would not have a material adverse effect or give rise to a material adverse change with respect to the CompanyCompany Material Adverse Effect; or
(xiiin) agreement Agreement by the Seller, the Parent or commitment the Company to do any of the foregoingthings described in the preceding clauses.
Appears in 1 contract
Samples: Purchase Agreement (Craig Corp)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since the date of the MEDIX Audited Financial Statements, since the Company Balance Sheet Date, the Company MEDIX has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyMEDIX including any amendments to its Articles of Incorporation and Bylaws;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 4.1 without prior consent of PubcoMDXL;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company MEDIX to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company MEDIX of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco MDXL in writing;
(v) creation or other incurrence by the Company MEDIX of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company MEDIX relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company MEDIX of any contract or other right, in either case, material to the CompanyMEDIX, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyMEDIX, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company MEDIX or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyMEDIX ;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyMEDIX;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyMEDIX;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyMEDIX; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoTEI;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco TEI in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)3.7, since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the Company;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixh) material write-offs or write-downs of any assets Assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;
(xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company; or
(xiiik) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Abtech Holdings, Inc.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i1) material adverse change with respect to the CompanyPubco;
(ii2) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii3) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv4) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v5) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi6) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii7) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) 8) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix9) write-offs or write-downs of any assets of the CompanyPubco;
(x10) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi11) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii12) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii13) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since December 31, since the Company Balance Sheet Date2009, the Company has and the Subsidiaries of the Company have conducted its business only their respective businesses in all material respects in the ordinary course of business consistent with past practice. Since December 31, 2009, and through the Agreement Date, there is not and has not been any:
occurred: (ia) any Material Adverse Effect; (b) any amendments to or changes in the Company Certificate of Incorporation, Company Bylaws or equivalent documents of the Company's Subsidiaries; (c) any material adverse damage to, destruction or loss of any material asset of the Company or any of its Subsidiaries (whether or not covered by insurance); (d) any change by the Company in its accounting methods, principles or practices with respect to the Company;
Company and its consolidated Subsidiaries other than those required by GAAP; (iie) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee any revaluation by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (any assets of its consolidated Subsidiaries, including writing down the acquisition value of inventory or disposition of any assets) writing off notes or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability accounts receivable other than in the ordinary course of business the Company's business; (f) any sale of a material amount of assets (tangible or intangible) of the Company or any failure to pay of its Subsidiaries; (g) any liability when due;
(ix) write-offs recalls, field notifications, field corrections or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change safety alerts with respect to products manufactured by or on behalf of the CompanyCompany or any of its Subsidiaries; or
(h) any material Tax election by the Company or any of its Subsidiaries (including under Section 59(e) of the Code), other than in the ordinary course of business; and (i) any other action or event that would have required the consent of Parent pursuant to subsections (iii) (but with respect thereto, other than the sale or disposition of assets no longer used in the business of the Company or its Subsidiaries), (iv) (solely with respect to patents and know-how), (vii) (A), (B), (C), (D) and (F) (but not as it relates to clause (E) thereof), (xi), (xiii), and (xvi) agreement of Section 5.1(a) or the authorization of or making any commitment to do any of the foregoingsuch action or event.
Appears in 1 contract
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco SEC Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Indo Global Exchange(s) Pte, Ltd.)
Absence of Certain Changes or Events. (a) Except as set forth on disclosed in Disclosure Schedule 2.01(gSection 3.11(a), since the Company Balance Sheet Date, the Company Business has been conducted its business only in the ordinary course consistent with past practice.
(b) Since the Balance Sheet Date through the date hereof and except as set forth in Disclosure Schedule Section 3.11(b) or as contemplated by this Agreement, and there is not and has not been anybeen:
(i) material adverse change with respect any event, occurrence, development or state of circumstances or facts that, individually or in the aggregate, has had or could reasonably be expected to the Companyhave a Material Adverse Effect;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) any incurrence, assumption or guarantee by the Company either Seller of any indebtedness for borrowed money with respect to the Business other than in the ordinary course and in amounts and on terms of business consistent with past practices practices, in each case that may bind or obligate Buyer or any of its Affiliates in any way upon or as disclosed a result of the consummation of the transactions contemplated hereby;
(iii) any making of any loan, advance or capital contributions to Pubco or investment in writingany Person other than loans, advances, capital contributions or investments made in the ordinary course of business consistent with past practices, in each case that may bind or obligate Buyer or any of its Affiliates in any way upon or as a result of the consummation of the transactions contemplated hereby;
(iv) any damage, destruction or loss, whether or not covered by insurance, with respect to the property and assets of the Station having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses;
(v) creation instituted or other incurrence settled any material legal proceeding by either Seller relating to the Company of any lien on any asset other than in the ordinary course consistent with past practicesBusiness;
(vi) any transaction or commitment made, or any contract or agreement entered into, by the Company either Seller relating to its assets the Business or business Purchased Assets (including the acquisition or disposition of any assets) or any relinquishment by the Company either Seller of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement;
(vii) any material change in the Station’s usage or pattern of usage of Program Rights, any material change in the broadcast hours or in the percentages of types of programming broadcast by the Station or any other material change in the programming policies of the Station;
(viii) the creation or other incurrence by either Seller of any Lien on any asset relating to the Business other than Permitted Liens;
(ix) any (A) establishment of any bonus, insurance, employment, severance, deferred compensation, pension, retirement, profit sharing, stock option (including any grant of any stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan (or any amendment to any such existing agreement), (B) grant of any severance or termination pay to any officer of any Seller or employee of the Business, or (C) increase or change to the rate or nature of the compensation (including wages, salaries and bonuses) that is paid or payable or to become payable to any Person employed by the Station, except (x) in each case, as may be required by Law or existing contracts or applicable collective bargaining agreements that have previously been disclosed to Buyer and (y) in the ordinary course of business consistent with past practices with respect to Persons who are not either (i) responsible for any principal administrative, operating or financial function of the Business or (ii) talent;
(x) any labor dispute, other than routine, routine individual grievances, or, to the knowledge of the Company, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Station, which employees were not subject to a collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets employees of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyStation;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Companyany sale of Real Property;
(xii) other condition, event any change in any method of accounting or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change accounting practice by either Seller with respect to the CompanyBusiness except for any such change required by reason of a concurrent change in GAAP; or
(xiii) any agreement or commitment to do any of the foregoinganything set forth in this Section 3.11.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Health Max Balance Sheet Date, the Company Health Max has conducted its business only in the ordinary course consistent with past practicecourse, and there is not and has not been any:
(i) material adverse change with respect to the CompanyHealth Max;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoWRAP;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Health Max to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Health Max of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco WRAP in writing;
(v) creation or other incurrence by the Company Health Max of any lien security interest on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Health Max relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Health Max of any contract or other right, in either case, material to the CompanyHealth Max, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Health Max or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as disclosed in the Pubco Documents or as set forth on Schedule 2.01(g3.02(g), since the Company Balance Sheet Datedate of the most recent financial statements included in the Pubco Documents, the Company Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 2.01 without prior consent of Pubcothe Vendor;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Vendor in writing;
(v) creation or other incurrence by the Company Pubco of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyPubco;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Purchase Agreement
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company RTS Balance Sheet Date, the Company RTS has not conducted its any business only in the ordinary course consistent with past practice, and operations there is not and has not been any:
(i) material adverse change with respect to the CompanyRTS;
(ii) event which, if it had taken place following other than in the execution ordinary course of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcobusiness;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company RTS Stockholder to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company RTS of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco PLEDGE in writing;
(v) creation or other incurrence by the Company RTS of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company RTS relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company RTS of any contract or other right, in either case, material to the CompanyRTS, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyRTS, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company RTS or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyRTS;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyRTS;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyRTS;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyRTS; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the Company;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions;
(ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixh) material write-offs or write-downs of any assets Assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;
; (xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company;
(k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(xiiil) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the Company;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoBuyer;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions;
(ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixh) material write-offs or write-downs of any assets Assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;
(xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company;
(k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(xiiil) agreement or commitment to do any of the foregoing. Shareholder also represents and warrants that Shareholder can and does make the representation in this Section 3.8 as if it were applicable Shareholder.
Appears in 1 contract
Absence of Certain Changes or Events. Except as disclosed in the All in Blind, Inc. SEC Documents or as set forth on Schedule 2.01(g2.02(g), since Sept. 30, 2012 (the Company “All in Blind, Inc. Balance Sheet Date”) All in Blind, the Company Inc. has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyAll in Blind;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company All in Blind, Inc. to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company All in Blind, Inc. of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company All in Blind, Inc. of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company All in Blind, Inc. relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company All in Blind, Inc. of any contract or other right, in either case, material to the CompanyAll in Blind, Inc., other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyAll in Blind, Inc., any activity or proceeding by a labor union or representative thereof to organize any employees of the Company All in Blind, Inc. or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyAll in Blind, Inc.;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyAll in Blind, Inc.;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyAll in Blind, Inc.;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyAll in Blind, Inc.; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)otherwise contemplated by this Agreement, including the Unrelated Assets Transfer, the Recapitalization, the payment of the Indebtedness (other than the Permitted Indebtedness) and the receipt of the Contribution Notes, since the Company date of the Interim Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been anySheets:
(a) To the Knowledge of the Companies, (i) material adverse change with respect to the Company;
Business, the Companies (iitaken together) event whichhave not suffered any material change in the business, if it had taken place following operations, Properties, prospects, assets, results of operations or condition (financial or otherwise), other than changes (A) relating to the economy in general (B) inherent to the operation of self-storage facilities consistent with industry practices or (C) resulting from the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent the announcement of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate this Agreement and the transactions contemplated by this Agreement;
herein, and (ivii) incurrence, assumption or guarantee by each of the Company Companies has conducted its portion of any indebtedness for borrowed money other than the Business in the ordinary course and in amounts and on terms of business, consistent with past practices.
(b) None of the Companies has (i) made any change in its authorized or issued and outstanding capital stock or membership interests, entered into any agreement with respect to the issuance (including warrants, rights and options) or acquisition of any of its capital stock or membership interests, or effected any recapitalization, reclassification or similar change, (ii) amended its articles of incorporation or articles of organization, or (iii) effected any change in the accounting policies, practices or principles with respect to the business of any of the Companies, including with respect to the preparation of Financial Statements, other than with respect to the reporting of items on the Preliminary Closing Balance Sheets and the Final Closing Balance Sheets as disclosed to Pubco in writing;contemplated by Section 2.11.
(vc) creation or With respect to the Business, other incurrence than in accordance with the 2003 budget provided by the Company Companies to Shurgard, the Companies (taken together), have not (i) committed to make any capital expenditures except for those with an aggregate cost not in excess of $25,000, (ii) waived or committed to waive any lien on rights, (iii) purchased, leased, sold, exchanged or otherwise disposed of or acquired any asset assets (other than sales of inventory in the ordinary course of business) for which the aggregate consideration paid or payable is in excess of $25,000, or (iv) to the Knowledge of the Companies, suffered any Losses, whether or not covered by insurance, in excess of $25,000 in the case of any individual Loss, or $50,000 with respect to the aggregate of all such Losses.
(d) With respect to the Business Employees, neither the Companies nor Superior Management has (i) made or agreed to make any increase in the compensation payable or to become payable to any such employee, except for (A) regularly scheduled increases in compensation payable or otherwise occurring in the ordinary course of business, consistent with past practices;, (B) increases according to the terms of an employment agreement included in Section 3.9 of the Companies’ Disclosure Schedule, (C) retention bonuses in an amount to be determined by the Trusts, which amount shall be set forth as a liability on the Final Closing Balance Sheets, unless paid prior to the date of the Final Closing Balance Sheets, or (D) bonuses agreed to be funded by Shurgard which will not be set forth as a liability on the Final Closing Balance Sheets, or (ii) made or agreed to make any material change in any Employee Benefit Plan.
(vie) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material With respect to the CompanyBusiness, other than transactions and commitments in to the ordinary course Knowledge of the Companies, each of the Companies, to the extent consistent with past practices practice, has used all commercially reasonable efforts to preserve substantially intact the business and those contemplated by this Agreement;operations of the Companies.
(viif) labor dispute, other than routine, individual grievances, orWith respect to the Business, to the knowledge Knowledge of the CompanyCompanies, any activity or proceeding by a labor union or representative thereof to organize any employees none of the Company or Companies has had any lockouts, strikes, slowdowns, work stoppages or threats by material change in its relations with its Business Employees or with any vendors or tenants.
(g) With respect to such employees;
(viii) paymentthe Business, prepayment or discharge of liability other than in the ordinary course of business consistent with past practice, none of the Companies has (i) made any upward adjustments to, written up or any failure to pay any liability when due;
(ix) write-offs or write-downs otherwise increased the book value of any assets of its assets, (ii) reduced, written off or otherwise decreased the Company;
(x) creation, termination or amendment of, or waiver amount of any right underobligation or liability, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change than with respect to the Company; orreporting of items on the Preliminary Closing Balance Sheets and the Final Closing Balance Sheets as contemplated by Section 2.11, or (iii) to the Knowledge of the Companies, mortgaged, pledged or taken any action that may result in the imposition of any Encumbrance on any of its assets.
(xiiih) agreement With respect to the Business, none of the Companies has terminated or, to the Knowledge of the Companies, received any notice of termination of any Contract involving a total remaining commitment by or commitment to any of the Companies of at least $10,000.
(i) To the Knowledge of the Companies, none of the Companies has entered into any Contract to do any of the foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Shurgard Storage Centers Inc)
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since As of the Company Balance Sheet Datedate of this Agreement, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change 3.5.1 Material Adverse Change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) 3.5.2 condition, event or occurrence which could reasonably be expected to prevent, hinder or materially Materially delay the ability of the Company to consummate the transactions contemplated by this AgreementStock Exchange;
(iv) 3.5.3 incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.7 or in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(v) 3.5.4 creation or other incurrence by the Company of any lien Lien on any asset Asset other than those disclosed in subsection 3.7 or in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) 3.5.5 labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or to conduct any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) 3.5.6 payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) 3.5.7 Material write-offs or write-downs of any assets Assets of the Company;
(x) creation, termination 3.5.8 transactions or amendment ofcommitments made, or waiver any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any right underAssets) or any relinquishment by the Company or any Contract or other right, any material contract of in either case, Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement;
(xi) damage3.5.9 damages, destruction or loss losses having, or reasonably expected to have, a material adverse effect Material Adverse Change on the Company;; or
(xii) 3.5.10 other conditionconditions, event events or occurrence which individually or in the aggregate collectively could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect Material Adverse Change to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Share Purchase/Exchange Agreement (Wave Sync Corp.)
Absence of Certain Changes or Events. Except as disclosed in the Pubco SEC Documents or as set forth on Schedule 2.01(g2.02(g), since June 30, 2011 (the Company “Pubco Balance Sheet Date, the Company ”) Pubco has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyPubco;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Pubco to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Pubco of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company Pubco of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Pubco relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Pubco of any contract or other right, in either case, material to the CompanyPubco, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyPubco, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company Pubco or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) ; payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the CompanyPubco;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyPubco;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyPubco;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyPubco; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g)Since August 1, since the Company Balance Sheet Date, the Company 2022 TGI has conducted its business only in the ordinary course consistent with past practicepractice in light of its current business circumstances, and there is not and has not been any:
(i) material adverse change with respect to the CompanyTGI;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubcothe Company;
(iii) condition, event or occurrence which could reasonably reasonaBIABy be expected to prevent, hinder or materially delay the ability of the Company TGI to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company TGI of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco the Company in writing;
(v) creation or other incurrence by the Company TGI of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company TGI relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company TGI of any contract or other right, in either case, material to the CompanyTGI, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the CompanyTGI, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company TGI or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the CompanyTGI;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyTGI;
(xi) damage, destruction or loss having, or reasonably reasonaBIABy expected to have, a material adverse effect on the CompanyTGI;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably reasonaBIABy be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyTGI; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since Since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(ia) material adverse change Material Adverse Effect with respect to the Company;
(iib) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 5.1 without prior consent of PubcoParent;
(iiic) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementTransactions;
(ivd) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writingpractices;
(ve) creation or other incurrence by the Company of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(viif) labor dispute, other than routine, individual grievances, or, to the knowledge Knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viiig) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixh) material write-offs or write-downs of any assets Assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xii) damage, destruction or loss having, or reasonably expected to have, a material adverse effect Material Adverse Effect on the Company;
(xiij) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect Material Adverse Effect or give rise to a material adverse change Material Adverse Effect with respect to the Company;
(k) transaction or commitment made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated in this Agreement; or
(xiiil) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(gC (g), since the Company Vendor Balance Sheet Date, the Company Vendor has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the CompanyVendor;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoPurchaser;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company Vendor to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company Vendor of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco Purchaser in writing;
(v) creation or other incurrence by the Company Vendor of any lien Lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company Vendor relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company Vendor of any contract or other right, in either case, material to the CompanyVendor, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ixviii) write-offs or write-downs of any assets of the CompanyVendor;
(xix) creation, termination or amendment of, or waiver of any right under, any material contract of the CompanyVendor;
(xix) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the CompanyVendor;
(xiixi) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the CompanyVendor; or
(xiiixii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Samples: Asset Purchase Agreement
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of PubcoAll in Blind, Inc.;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco All in Blind, Inc. in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g3.5 or as expressly provided in this Agreement (including Sections 3.22, 5.3, 5.4 and 5.5), since the Company Balance Sheet Date, Date the Company has conducted the Business in the ordinary course of business and consistent with past practice and has not:
(a) had any development or event which, individually or in the aggregate, has had or could reasonably be expected to have, a Seller Material Adverse Effect;
(b) declared, set aside or paid any non-cash dividend or other distribution (whether in securities or property or any combination thereof) in respect of any class or series of its capital stock or other interests;
(i) sold, leased, licensed, transferred or disposed of any material assets or rights, other than in the ordinary course of business only consistent with past practice, (ii) incurred any Lien upon any material assets other than Permitted Liens, (iii) acquired, leased or licensed any material assets other than in the ordinary course of business consistent with past practice;
(d) paid, discharged or satisfied any material liability, obligation or Lien (other than any Permitted Liens), other than payment, discharge or satisfaction of (i) Indebtedness or (ii) liabilities, obligations or Liens in the ordinary course of business consistent with past practice;
(e) changed any of the accounting or material tax accounting principles, practices or methods, or changed reserve policies or materially changed reserve practices except as required by concurrent changes in GAAP;
(i) made any material change in the compensation payable or to become payable to any of its officers, directors, employees, agents, consultants or sales associates (which is understood in this Agreement not to include the same of any Broker Affiliate) (other than general changes in compensation of employees who are not officers or directors in the ordinary course of business consistent with past practice), (ii) entered into or amended any employment, severance, consulting (other than in the ordinary course of business), termination or other agreement or employee benefit plan or made any loans to any of its officers, directors, employees, agents, consultants or sales associates (other than advances of expenses in the ordinary course consistent with past practice) or (iii) made any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise;
(i) made any accrual or commitment for future payment of any pension, retirement allowance, unused vacation days or other employee benefit to any officer, director, employee, sales associate or Affiliate, except payments and accruals made in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event whichadopted or paid, if it had taken place following the execution of this Agreementgranted, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) conditionissued, event accelerated or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation accrued salary or other incurrence by payments or benefits pursuant to any pension, profit-sharing, bonus, extra compensation, incentive, deferred compensation, stock or share purchase, stock or share option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or any employment or consulting agreement, or made any payments or grants in relation to the Company of any lien on any asset foregoing other than in the ordinary course consistent with past practicespractice, or (iii) amended in any material respect any such existing plan, agreement or arrangement in a manner inconsistent with the foregoing;
(vih) transaction or commitment madeother than commissions, or any contract or agreement entered intomanagement sales incentives, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Companyadministrative bonuses, other than transactions and commitments compensation or advances or reimbursement of expenses in the ordinary course consistent with past practices and those contemplated by this Agreementpractice, made any payments, loans, advances or other distributions to, or entered into any transaction, agreement or arrangement with, any of its officers, directors, employees, agents, consultants or sales associates involving in any individual case an amount in excess of $10,000;
(viii) labor dispute, other than routinespecifically set forth in the Capital Plan, individual grievancesmade or entered into an agreement to make any capital expenditures in excess of $50,000;
(j) settled or compromised any material Tax liability, oragreed to any adjustment of any material Tax attribute, made, changed or revoked any material election with respect to Taxes, surrendered any right to claim a material refund of Taxes, consented to any extension or waiver of the knowledge statute of limitations period applicable to any material Taxes, Tax Return or Tax Claim, amended any material Tax Return, or entered into any closing agreement with respect to material Taxes;
(k) made any material change in its working capital practices generally, including materially accelerating any collections of cash or accounts receivable or materially deferring payments or accruals;
(l) had a judgment entered or settled any Litigation resulting in a loss, payment or other cost to the Company, any activity after receipt of insurance payments, in excess of $50,000 individually, or proceeding by a labor union or representative thereof to organize any employees of $250,000 in the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employeesaggregate;
(viiim) paymentaltered through merger, prepayment liquidation, reorganization, restructuring or discharge of liability in any other material fashion its corporate structure or ownership or amended its Organizational Documents in any material respect;
(n) entered into or amended in any material respect any agreement which (i) has any non-competition, geographical restriction or similar covenant relating to the Business, or (ii) is a Broker Affiliate Agreement, in each case other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change consistent with respect to the Companypast practice; or
(xiiio) agreement or commitment agreed to do take any of the foregoingforegoing actions.
Appears in 1 contract
