Absence of Certain Events and Changes. Since the date of Amicus’ Quarterly Report on Form 10-Q for the quarter ended on June 30, 2021: (a) Amicus has conducted its business in the ordinary course consistent with past practice, (b) there has not been any event, change or development which, individually or in the aggregate, would have a Material Adverse Effect, taken as a whole, (c) Amicus has not incurred any material liabilities (contingent or otherwise) other than expenses incurred in the ordinary course of business consistent with past practice, (d) Amicus has not altered its method of accounting in any material respect, and (e) Amicus has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock.
Absence of Certain Events and Changes. Except as otherwise disclosed in the SEC Reports, since the date of the Company’s Quarterly Report on Form 10-Q for the quarter ended on September 30, 2016: (i) the Company has conducted its business in the ordinary course consistent with past practice, (ii) there has not been any event, change or development which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect, (iii) the Company has not incurred any material liabilities (contingent or otherwise) other than expenses incurred in the ordinary course of business consistent with past practice, (iv) the Company has not altered its method of accounting in any material respect, and (v) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock.
Absence of Certain Events and Changes. Except as disclosed in the Company SEC Documents filed with the SEC and publicly available prior to the date hereof and any amendments filed with respect thereto prior to the date hereof (the "Filed Company SEC Documents") or as otherwise contemplated or permitted by this Agreement or the other Transaction Agreements, and except for any items referred to in Schedule 3.01(i), since October 25, 1997, the Company and its Subsidiaries have conducted the Retained Business in the ordinary course consistent with past practice and there has not been any event, change or development which, individually or in the aggregate, would have a Material Adverse Effect on the Retained Companies, taken as a whole.
Absence of Certain Events and Changes. Since the date of the last day of the period covered by the Company’s most recently filed periodic report covering an annual or quarterly period with the Commission, (i) there has not been any event, change or development which, individually or in the aggregate, has had or is reasonably likely to have a material adverse effect on the Company; (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business; (iii) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders; and (iv) other than the surrender to the Company of Ordinary Shares by employees of the Company in connection with the Company’s payment of withholding taxes due upon the vesting or settlement of employees’ equity awards, the Company has not purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock.
Absence of Certain Events and Changes. Except as set forth on Disclosure Schedule Section 3.08, since December 31, 1997, Sellers have conducted the Acquired Business in the ordinary course, consistent with past practices, and there have not been (a) any events, changes or developments which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on the Acquired Business (as currently conducted and as conducted since December 31, 1997), or would materially impair the ability of any Seller to perform its obligations under the Transaction Agreements, or that would prevent or materially delay the consummation of the Transactions, other than events, changes or developments relating to the economy in general or resulting from industry-wide developments affecting companies in similar businesses; (b)
(1) any granting by any Seller to any officer or management Division Employee of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of December 31, 1997, (2) any granting by any Seller to any such officer or management Division Employee of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired (but not, in any case, to any of the five most senior officers), or as was required under employment, severance or termination agreements in effect as of December 31, 1997, or (3) except in the ordinary course of business consistent with past practice, any entry by any Seller into any employment, consulting, severance, termination or indemnification agreement with any executive officer or management Division Employee; (c) any acquisition or any sale, lease or disposition of any material assets or properties of the Division by any Seller, except in the ordinary course of business, consistent with past practice; (d) any change in accounting methods, principles or practices by any Seller, except insofar as such change may have been required by a change in GAAP; or (e) any entry into any agreement, arrangement or commitment to take any of the actions set forth in this Section 3.08.
Absence of Certain Events and Changes. Except as disclosed in its Reports filed by it with the SEC since December 31, 1998, and, except as expressly contemplated by this Agreement, it and its subsidiaries have conducted their respective businesses only in the ordinary and usual course of such businesses and since that date, without giving effect to the proviso of Section 5.1(a) or to Section 5.2, there has not been any change or development or combination of changes or developments which, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect.
Absence of Certain Events and Changes. Except as disclosed in its Financial Statements and Reports, since January 1, 2004: (1) it and its Subsidiaries have conducted their respective businesses only in the ordinary and usual course of the businesses, and (2) no change or development or combination of changes or developments has occurred that, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect with respect to it or its Subsidiaries. For purposes of this Agreement, “Material Adverse Effect” with respect to any party means an effect that: (1) is materially adverse to the business, financial condition, results of operations or prospects of such party and its Subsidiaries taken as a whole; or (2) materially and adversely affects the ability of such party to consummate the transactions contemplated by this Agreement by the Termination Date or to perform its material obligations under this Agreement. No Material Adverse Effect will be deemed to have occurred on the basis of any effect resulting from actions or omissions of any party taken with the explicit prior consent of the other party to this Agreement.
Absence of Certain Events and Changes. (1) Except as set forth ------------------------------------- in Schedule 4.1(j)(1), since June 30, 1996, BFS and its subsidiaries have ------------------ conducted their respective businesses only in the ordinary and usual course of such businesses and there has not been any change, development or combination of changes or developments that, individually or in the aggregate, constitutes or has resulted in a Material Adverse Effect on BFS.
(2) BFS and its subsidiaries have no obligations or liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, and regardless of when asserted), including for any Tax (as defined in Section 4.1(n)) (collectively, "Liabilities"), except: ----------- (A) as reflected on the Balance Sheet, (B) Liabilities that have arisen in the ordinary and usual course of business after the date of such Balance Sheet, and which will be included in the next following Report of it provided to Dime, (C) as set forth in Schedule 4.1(j)(2) or (D) any ------------------ Liability that, either alone or when combined with all other such Liabilities, would not have a Material Adverse Effect on BFS.
Absence of Certain Events and Changes. Except as disclosed in Schedule 6.08 or as otherwise contemplated by the Transaction Documents, since September 30, 1996 Acquiror and its Subsidiaries have conducted their respective businesses in the ordinary course, consistent with past practices, and there have not been any events, changes or developments which would have, individually or in the aggregate, an Acquiror Material Adverse Effect.
Absence of Certain Events and Changes. Except as otherwise contemplated by the Transaction Documents, since January 1, 1999, the Company and its Subsidiaries have conducted their business in the ordinary course, consistent with past practices, and there has not been any event, change or development which would reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.
