Absence of Changes Sample Clauses
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Absence of Changes. Since the date of the Year-End Balance Sheet:
(a) there has not been any Company Material Adverse Effect;
(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance);
(c) the Company has not: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities, other than repurchases from employees of the Company following termination of employment pursuant to the terms of applicable pre-existing restricted stock purchase agreements;
(d) the Company has not sold, issued or granted, or authorized the issuance of: (i) any capital stock or other security (except for Company Common Stock issued upon the valid exercise of outstanding Company Options); (ii) any option, warrant or right to acquire any capital stock or any other security (except for Company Options identified in Part 3.3(b) of the Disclosure Schedule); or (iii) any instrument convertible into or exchangeable for any capital stock or other security;
(e) the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under: (i) any provision of any of the Company Equity Plans; (ii) any provision of any Contract evidencing any outstanding Company Option; (iii) any restricted stock agreement; or (iv) any other Contract evidencing or relating to any equity award (whether payable in cash or stock);
(f) the Company has not: (i) acquired, leased or licensed any material right or other material asset from any other Person; (ii) sold or otherwise disposed of, or leased or licensed, any material right or other material asset to any other Person; or (iii) waived or relinquished any material right; except for, in each case, rights or other assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with past practices;
(g) the Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness in excess of $20,000 in each case and $100,000 in the aggregate;
(h) the Company has not: (i) lent money to any Person in excess of $250,000 in the aggregate; or (ii) incurred or guaranteed any indebtedness (other than indebtedness for reimbursement of expenses made in the ordinary cou...
Absence of Changes. Since the Balance Sheet Date, the Company has conducted its operations in the ordinary course of business and, except as set forth on SCHEDULE 2.19, there has not been:
(i) any change in the business, assets, liabilities or financial condition of the Company which would have a Material Adverse Effect;
(ii) any damage, destruction or loss (whether or not covered by insurance) affecting any of the material assets of the Company or the business of the Company which would have a Material Adverse Effect;
(iii) any change in the authorized capital of the Company or its outstanding securities or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;
(iv) any declaration or payment of any dividend or distribution with respect to the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company;
(v) any increase or commitment to increase the compensation, bonus, sales commissions or fee arrangement payable or to become payable by the Company to any of its officers, directors, stockholders, employees, consultants or agents;
(vi) any work interruptions, labor grievances or claims filed, or any event or condition of any character, materially adversely affecting the business of the Company;
(vii) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of the Company to any person;
(viii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company;
(ix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights;
(x) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business;
(xi) any waiver of any material rights or claims of the Company;
(xii) any amendment or termination of any contract, agreement, license, permit or other right to which the Company is a party which would have a Material Adverse Effect;
(xiii) any contract, commitment or liability entered into or incurred or any capital expenditures made except in the normal course of business consistent with past practice in an individual amount not in excess of $10,000 and in an aggregate amo...
Absence of Changes. Since the Interim Balance Sheet Date: (a) there has not been, and no event has occurred that would reasonably be expected to have, a Material Adverse Effect; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the assets of the Company; (c) the Company has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares or other securities or repurchased, redeemed or otherwise reacquired any shares or other securities of the Company; (d) the Company has not made any capital expenditure in excess of $20,000 individually or $50,000 in the aggregate; (e) the Company has not leased or licensed any asset to or from any other Person, other than (1) granting non-exclusive licenses to Company IP Rights in the ordinary course of business for end use of the Company Products, (2) confidentiality agreements entered into in the ordinary course of business; (f) the Company has not made any loan or advance to any other Person (other than travel advances made to employees in the ordinary course of business); (g) no Company Contract has been amended or prematurely terminated; (h) the Company has not forgiven any debt or otherwise released or waived any material right or claim; (i) except for this Agreement and the Transactions, the Company has not entered into any transaction outside the ordinary course of business or taken any other action outside the ordinary course of business; (j) the Company has not made or changed any material Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment relating to the Company, surrendered any right to claim a refund of material Taxes, consented to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or taken any other similar action, or omitted to take any action relating to the filing of any Tax Return or the payment of any Tax; and (k) the Company has not agreed, committed or offered (in writing or otherwise) to take any of the actions referred to in clauses “(a)” through “(j)” above.
Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries:
(i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect;
(ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;
(iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY;
(iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice;
(v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect;
(vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates;
(vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon;
(viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights;
(ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of the ordinary course of busin...
Absence of Changes. Since December 31, 1996, the business of OSI ------------------ and its subsidiaries has been operated in the ordinary course consistent with past practices, and:
(a) there has not been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of OSI and its subsidiaries taken as a whole, and no event has occurred (whether or not covered by insurance) that would reasonably be expected to have a Material Adverse Effect on OSI;
(b) none of OSI or its subsidiaries has (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;
(c) there has been no amendment to the Certificate of Incorporation, Bylaws or other charter or organizational documents of OSI or its subsidiaries, and none of OSI or its subsidiaries has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;
(d) none of OSI or its subsidiaries has made any capital expenditure in any calendar month which, when added to all other capital expenditures made on behalf of OSI or its subsidiaries in such calendar month results in such capital expenditures exceeding $250,000 in the aggregate;
(e) none of OSI or its subsidiaries has entered any material agreement other than in the ordinary course of business and as made available to LRC, nor has there occurred any amendment or termination of, or default under, any material agreement to which OSI or any of its subsidiaries is a party or by which it is bound which would result in a Material Adverse Effect on OSI;
(f) none of OSI or its subsidiaries has written off as uncollectible, or established any extraordinary reserve with respect to, any material amount of accounts receivable or other indebtedness;
(g) none of OSI or its subsidiaries has incurred or guaranteed any indebtedness for borrowed money, or made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any lien, claim or encumbrance except for encumbrances of assets made in the ordinary course of business and consistent with past practices;
(h) none of OSI or its subsidiaries has (i) established or adopted any employee benefit plan, (ii) caused or permitted any employee benefit plan or rights or agreeme...
Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries has:
(a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;
(b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;
(c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;
(d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;
(e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;
(f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;
(g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);
(h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;
(i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;
(j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any ...
Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not:
(a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company;
(b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business;
(c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business;
(d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets;
(e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000;
(f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies;
(g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate;
(h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions;
(i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself;
(j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice;
(k) hired, committed to hire or terminated any employee except in the ordinary course of business;
(l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or
(m) agree...
Absence of Changes. Except as set forth in Part 2.5 of the Company Disclosure Schedule, between December 31, 2002 and the date of this Agreement:
(a) there has not been any material adverse change in the business, condition, capitalization, assets, liabilities, operations or financial performance of the AAHoldings Entities taken as a whole, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, could reasonably be expected to have a Material Adverse Effect on the AAHoldings Entities;
(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of any of the AAHoldings Entities (whether or not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect on the AAHoldings Entities;
(c) none of the AAHoldings Entities has: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock, other equity interests or other securities; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock, other equity interests or other securities;
(d) none of the AAHoldings Entities has sold, issued or granted, or authorized the issuance of: (i) any capital stock, other equity interest or other security; (ii) any option, warrant or right to acquire any capital stock, other equity interest or any other security; or (iii) any instrument convertible into or exchangeable for any capital stock, other equity interest or other security;
(e) there has been no amendment to the articles of incorporation, bylaws, operating agreements or other charter or organizational documents of any of the AAHoldings Entities, and none of the AAHoldings Entities has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares or membership interests, stock split, reverse stock split or similar transaction involving capital stock or membership interests;
(f) none of the AAHoldings Entities has received any Acquisition Proposal;
(g) none of the AAHoldings Entities has formed any Subsidiary or acquired any equity interest or other interest in any other Entity;
(h) none of the AAHoldings Entities has made any capital expenditure which, when added to all other capital expenditures made on behalf of the AAHoldings Entities between December 31, 2002, and the date of this Agreement, exceeds $250,000 in ...
Absence of Changes. Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date or as disclosed in Section 2.08 of the Disclosure Schedule, since December 31, 1998, there has not been (i) any Material Adverse Effect on the Company, Galaxy Mall, or IMI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of any of the Company's, Galaxy Mall's or IMI's capital stock, or any purchase, redemption or other acquisition by the Company, Galaxy Mall, or IMI of any of Galaxy Mall's or IMI's capital stock, any other securities, or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's, Galaxy Mall or IMI's capital stock, (iv) any granting by the Company, Galaxy Mall or IMI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company, Galaxy Mall or IMI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company, Galaxy Mall or IMI of any increase in severance or termination pay or any entry by the Company, Galaxy Mall or IMI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company, Galaxy Mall or IMI of the nature contemplated hereby, (v) entry by the Company, Galaxy Mall or IMI into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property other than licenses, distribution agreements, advertising agreements, sponsorship agreements or merchant program agreements entered into in the ordinary course of business consistent with past practice, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed with the SEC, (vii) any material change by the Company, Galaxy Mall, or IMI in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (viii) an...
Absence of Changes. Since December 31, 2024, (a) the Company has conducted its business only in the ordinary course of business and there have been no material transactions entered into by the Company or any of its subsidiaries (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto); (b) no material change to any material contract or arrangement by which the Company or any of its subsidiaries is bound or to which any of its assets or properties is subject has been entered into that has not been disclosed in the SEC Reports; and (c) there has not been any other event or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect; provided, however, that none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following will be taken into account in determining whether there has been or will be, a Material Adverse Effect under this Section 3.9:
(i) any change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or any other geographic region in which the Company conducts business, provided that the Company is not disproportionately affected thereby;
(ii) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, provided that the Company is not disproportionately affected thereby;
(iii) any change that generally affects industries in which the Company and its subsidiaries conduct business, provided that the Company is not disproportionately affected thereby;
(iv) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural disasters, weather conditions, global pandemics, including the COVID-19 pandemic and related strains, epidemic or similar health emergency, and other force majeure events in the United States or any other location, provided that the Company is not disproportionately affected thereby;
(v) national or international political or social conditions (or changes in such conditions), whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, provided that the Company is not disproportionately affected thereby;
(vi) material changes in laws after the date of this Agreement; and
(vii) in and of itself, any material failure by the Company to meet any published or int...