Absence of Certain Transactions. Since August 31, 2012, (i) the Seller has caused its Business to be operated only in the ordinary course, consistent with past historical practice over the preceding twelve months (“Ordinary Course of Business”), and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date, with respect to the Business, the Seller has not: (1) disposed of any assets, incurred any accounts payable or receivable, or acquired any material assets, except in the Ordinary Course of Business; (2) entered into or amended or terminated any agreements or arrangements with customers or suppliers other than in the Ordinary Course of Business; (3) entered into or renewed any distribution agreements; (4) granted or entered into any mortgage, security, charge, surety or guarantee (save for Liens arising in the Ordinary Course of Business and which have been discharged prior to Closing); (5) assumed any Liability or obligation, or given any commitment outside the Ordinary Course of Business; (6) permitted any insurances to lapse or done or omitted to do anything which could make any insurance policy void or voidable; (7) altered from its standard collection practices with respect to any accounts receivable; (8) entered into any transaction with any Affiliate with respect to its Business that could have a Material Adverse Effect or delay or prevent the consummation of the transactions contemplated hereby; (9) granted any salary or wage increases, or changed or amended any Employee Plan except in the Ordinary Course of Business; (10) agreed to indemnify, or indemnified, any party to any Purchased Commitment; (11) taken any action, or otherwise omitted to take any action, which, if this Agreement had been in effect at such time, would have reasonably been expected to cause a breach of the Seller’s representations, warranties, covenants and agreements herein; or (12) agreed or committed to do any of the foregoing.
Absence of Certain Transactions. Except as set forth on SCHEDULE 4.08 and except for the transactions expressly contemplated hereby, since the Balance Sheet Date, the Company and the Company Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practices. Since the Balance Sheet Date, there have not been any events, changes, effects or developments which have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on SCHEDULE 4.08 and except for actions following the date of this Agreement undertaken in accordance with the other provisions of this Agreement, since the Balance Sheet Date:
(a) Neither the Company nor any Company Subsidiary has (i) declared or paid any dividend or made any other distribution with respect to Company Stock or the capital stock of any Company Subsidiary (other than dividends or distributions made by any Company Subsidiary to the Company), (ii) redeemed, purchased, canceled or otherwise acquired, directly or indirectly, any outstanding shares of Company Stock or any shares of capital stock of any Company Subsidiary (other than repurchases or acquisitions of Company Stock from management pursuant to subscription agreements entered into with such members of management), (iii) issued additional stock (other than upon the exercise or conversion of outstanding options, warrants or convertible securities), warrants, options or any other similar rights to acquire Company Stock or any shares of capital stock of any Company Subsidiary, or (iv) split, combined or reclassified any shares of Company Stock or any shares of capital stock of any Company Subsidiary or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of, shares of Company Stock or any shares of capital stock of any Company Subsidiary;
(b) Neither the Company nor any Company Subsidiary has merged or consolidated with any other Person or reorganized, restructured, recapitalized, liquidated or filed a voluntary petition in bankruptcy;
(c) Neither the Company nor any Company Subsidiary has incurred any obligation for borrowed money or entered into or modified any material contract, agreement, commitment or arrangement with respect to borrowed money, except borrowings in the ordinary course of business pursuant to the Company's existing revolving credit facilities;
(d) Neither the Company nor any Company Subsidiary has gr...
Absence of Certain Transactions. From the date the Purchaser first learned of the offering of the Notes and Warrants to the day prior to execution and delivery of this Agreement, the Purchaser has not made any short sales of the Common Stock.
Absence of Certain Transactions. Since the date as of which information is given in the Time of Sale Disclosure Package and the Prospectus through the date hereof, and except as set forth in the Pricing Prospectus, the Company has not (i) issued or granted any securities other than options to purchase common stock pursuant to the Company’s stock option plan or upon exercise of any options to purchase common stock granted pursuant to the Company’s stock option plan, (ii) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business, (iii) entered into any material transaction other than in the ordinary course of business or (iv) declared or paid any dividend on its capital stock.
Absence of Certain Transactions. Since December 31, 2004: (i) the Business has been operated by the Company only in the ordinary course, consistent with past historical practice (taking into account seasonal changes consistent with historical seasonal changes); and (ii) there has been no Material Adverse Effect.
Absence of Certain Transactions. The Holder has not made since June 29, 2002, and will not make from the date of execution and delivery of this Agreement to the Closing Date, a Short Sale of the Common Stock. The Holder will not make from the Closing Date through 180 days after the Closing Date, a Short Sale of the Common Stock, except as permitted under Section 5(b) hereof.
Absence of Certain Transactions. Except as contemplated by this Agreement, since December 31, 2005 the Company has not:
(a) issued, authorized for issuance or sold any of its capital stock or other equity securities or interests;
(b) issued, authorized for issuance, delivered or granted any right, option or other commitment for the issuance of shares of its capital stock or other securities;
(c) incurred any material obligation or liability (fixed or contingent) except unsecured current obligations and liabilities incurred in the ordinary course of business,
(d) mortgaged, pledged or granted a security interest in any of its assets, except for purchase money security interest incurred in the ordinary course of its business;
(e) made any loan to, guaranteed the indebtedness (of any kind) of or otherwise incurred any indebtedness on behalf of any Person;
(f) made any material change in the customary operating methods of the Company;
(g) amended or restated its articles of formation or Operating Agreement, except as contemplated by this Agreement;
(h) entered into any material commitment or transaction not in the ordinary course of business; or
(i) made any agreement to do any of the foregoing.
Absence of Certain Transactions. Except as contemplated hereby, the Company shall not be in any negotiations or discussions with any Person (and shall not have entered into with any Person) any Power Amp Transaction (other than a Power Amp Transaction approved by Celiant pursuant to the provisions of this Agreement) or any Significant Company Business Transaction; and the Company shall have delivered to Celiant a certificate executed by an officer of the Company to such effect.
Absence of Certain Transactions. Except as necessary to effect the ------------------------------- Recapitalization Transactions or as set forth on Exhibit 6.13 and Exhibit 8.3, since December 31, 1996:
(a) each Subsidiary has carried on its business in the usual and ordinary course consistent with past practice;
(b) none of the Subsidiaries has:
(i) declared or paid dividends or made any other distribution with respect to its capital stock (other than to a Subsidiary);
(ii) redeemed, purchased, canceled or otherwise acquired, directly or indirectly, any outstanding shares of its capital stock (other than from a Subsidiary);
(iii) issued additional stock (other than exercise or conversion of outstanding options, warrants, or convertible securities), warrants, options or any other similar rights to acquire capital stock (other than to a Subsidiary);
(iv) made (or committed to make) any payments or transfer of assets or rights to or for the benefit of a Seller or any Affiliate of a Seller (other than the Subsidiaries); or (v) engaged in any transaction with a Seller or any Affiliate of a Seller for the purpose of effecting a payment or distribution of the type described in clauses (i) through (iv) above to such Seller or Affiliate.
(c) none of the Subsidiaries has filed a voluntary petition in bankruptcy;
(d) none of the Subsidiaries has incurred any Indebtedness; made any material loans, advances or capital contributions to, or investments in, any other Person (other than to or in a Subsidiary); pledged or otherwise encumbered shares of its capital stock, mortgaged or pledged any of its property, or created any Liens with respect to such property (other than Permitted Liens) (other than to a Subsidiary); or entered into or modified any material contract, agreement, lease, license, commitment or arrangement with a third party (other than to a Subsidiary) with respect to the foregoing, except in the ordinary course of business consistent with past practice;
(e) none of the Principal Subsidiaries has granted any increase in compensation to any salaried employees or paid any bonus, except for increases in salary or wages in the ordinary course of business consistent with past practice;
(f) other than provisions of services or sales in the ordinary course of business and consistent with past practice or involving only one or more Subsidiaries, none of the Principal Subsidiaries has: (i) sold, leased, licensed, transferred or otherwise disposed of any assets or property having a book or market v...
Absence of Certain Transactions. (a) Except as set forth in Section 3.08 of the Company Disclosure Letter and except for the transactions expressly contemplated hereby, since the Balance Sheet Date, the Company and the Company Subsidiaries have conducted their respective businesses in the ordinary course consistent with past practices. Since the Balance Sheet Date, there have not been any events, changes, effects or developments which have had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Without limiting the foregoing, except as set forth in Section 3.08 of the Company Disclosure Letter and except for actions following the date of this Agreement undertaken in accordance with this Agreement, since the Balance Sheet Date to the date of this Agreement (i) neither the Company nor any Company Subsidiary has taken any action which would be prohibited by Section 6.01 if taken after the date hereof and (ii) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the Company’s or any Company Subsidiary’s assets (whether or not covered by insurance).
