Absence of Material Adverse Change; Distributions Sample Clauses

Absence of Material Adverse Change; Distributions. Except as set out in Schedule 3.5, since the Balance Sheet Date, MTIX has operated only in the ordinary course and since that date, there has not been any change in the business, operations, results of operations, assets or condition (financial or otherwise) of MTIX that has had or might reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.5 since that date: (a) MTIX has not, in a single transaction or a series of related transactions, sold, transferred, or disposed of any of its assets, tangible or intangible, which, individually or in the aggregate, have a fair market value in excess of $5,000, other than sale of products and services in the ordinary course of business; (b) MTIX has not entered into any Material Contract; (c) no Person (including MTIX and the MTIX Shareholders) has accelerated, terminated, modified, or cancelled any Material Contract; (d) MTIX has not incurred any loans or borrowings in excess of US$ 25,000 or granted or suffered to exist any Encumbrance upon any of its assets, tangible or intangible; (e) MTIX has not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the ordinary course of business; (f) MTIX has not made any capital investment in, any loan to, or any acquisition of the securities or (otherwise than in the ordinary course of business) assets of, any other Person (or series of related capital investments, loans, and (otherwise than in the ordinary course of business) acquisition in excess of US$ 25,000; (g) MTIX has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed or otherwise become liable for any indebtedness except in the ordinary course of business; (h) MTIX has not cancelled, compromised, waived, or released any right or claim; (j) MTIX has not licensed, sold or otherwise transferred any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the MTIX Charter Documents; (l) MTIX has not issued any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (m) MTIX has not directly or indirectly, (i) made, paid or declared any dividend or distribution in respect of its capital stock, or repurchased or redeemed any such capital stock (ii) paid any interest...
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Absence of Material Adverse Change; Distributions. Since November 1, 2001, the Company has operated in the ordinary course. Except as specifically may be described in this Section 5 or in Section 5.4 of the Disclosure Schedule, since July 31, 2002, there has not been as to the Company: (a) any change in the business, operations, results of operations, assets or condition (financial or otherwise) of the Company that has had or might be reasonably expected to have a Material Adverse Effect; (b) any damage, destruction or loss that has had, whether or not covered by insurance, a Material Adverse Effect; (c) any Encumbrance created or assumed by the Company on its assets or properties; (d) any grant of any severance or termination pay or any other increase in compensation or benefits payable by the Company to any of its officers or, except for increases in the ordinary course of business, to its other employees; or (e) any distributions, bonus payment, compensation payment, or any other payment, benefit or reimbursement made to any Seller or any of his Affiliates except expense reimbursements to the Sellers for expenses incurred in the ordinary course of the Business consistent with fiscal year ended October 31, 2001, past practice and consistent with the expense reimbursement policy of the Company for all employees generally, provided that any distribution, bonus payment, compensation payment, or any other payment, benefit or reimbursement described in the immediately preceding clause must be set forth on Section 5.4 of the Disclosure Schedule.
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Related to Absence of Material Adverse Change; Distributions

  • Absence of Material Adverse Changes No material adverse change in the business, assets, financial condition, or prospects of the Company shall have occurred, no substantial part of the assets of the Company not substantially covered by insurance shall have been destroyed due to fire or other casualty, and no event shall have occurred which has had or will have a material adverse effect on the business, assets, financial condition or prospects of the Company.

  • Absence of Material Adverse Change On the Closing Date, no circumstance shall exist that constitutes a REIT II Material Adverse Effect.

  • Absence of Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Notice of Material Adverse Change Firm agrees to notify Citizens in writing of any “Material Adverse Change” to Firm within ten (10) days of said change. A “Material Adverse Change” means: (i) a change in the business operations or financial condition of Firm which negatively impacts its capacity to meet its professional or financial obligations;

  • Absence of Company Material Adverse Effect Since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

  • Notice of Material Adverse Effect The Company shall notify the Buyer (and any subsequent holder of the Debentures), as soon as practicable and in no event later than three (3) business days of the Company’s knowledge of any Material Adverse Effect on the Company. For purposes of the foregoing, “knowledge” means the earlier of the Company’s actual knowledge or the Company’s constructive knowledge upon due inquiry.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • Absence of Adverse Changes From the date hereof until the Closing, there will have been no material adverse change in the financial or business condition of the Company.21

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

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