Absence of Certain Transactions. Since July 1, 2004 (i) the Seller has caused the Business to be operated only in the ordinary course, consistent with past historical practice (“Ordinary Course of Business”); and (ii) there has been no Material Adverse Effect. Without limiting the generality of the foregoing, since such date 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 or as contemplated by this Agreement; (3) entered into or renewed any distribution agreements; (4) granted or entered into any mortgage, security, charge, surety, guarantee or indemnity (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) amended its charter documents; (9) issued, sold, redeemed or otherwise acquired any capital stock, bonds, debentures, notes or other securities or granted any options (including any employee stock options), warranties or other rights entitling any person to require the issuance or delivery of any capital stock, bonds, debentures, notes or other securities, (10) declared, or set aside for payment, any dividend (or other payment or distribution of cash or property on account of capital stock or equity interests in the Seller); (11) entered into any material transaction with any Affiliate; (12) granted any salary or wage increases, or changed or amended any Benefit Plan or Benefit Arrangement except in the Ordinary Course of Business; (13) 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 (14) agreed or committed to do any of the foregoing.
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 October 1, 2003: (i) the Business has been operated by the Company or the Predecessor 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. Except as contemplated by this Agreement, since December 31, 2005 the Company has not:
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 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 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:
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.
Absence of Certain Transactions. To the best knowledge and belief of the Seller, except for the information included in Annex 3.12, as from September 30, 2007 to the Execution Date, the Companies have been pursuing their ordinary course of business and they have not:
