Common use of Absence of Material Adverse Change; Distributions Clause in Contracts

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 or principal in respect of, or otherwise made any payment in connection with, any indebtedness, (iii) paid any management or other fees to the MTIX Shareholders or any of their respective Affiliates, (iv) made any other payment in respect of any liability, obligation or commitment to the MTIX Shareholders or any of their respective Affiliates, (v) assumed, guaranteed, or otherwise become liable (directly or contingently) for any liability or obligation of the MTIX Shareholders or any of their respective Affiliates, or (vi) entered into any other transaction, commitment or understanding with the MTIX Shareholders or any of their respective Affiliates or for the benefit of any of them; (n) MTIX has not experienced any damage or destruction to or loss of (whether or not covered by insurance) to its property in excess of $5,000 in the aggregate; (o) MTIX has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (p) MTIX has not granted any increase in the base compensation of any of its directors, officers, or employees outside the ordinary course of business; (q) MTIX has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan); (r) MTIX has not made any other change in employment terms for any of its directors, officers, and employees outside the ordinary course of business; (s) MTIX has not made or pledged to make any charitable or other capital contribution; (t) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the ordinary course of business involving MTIX that would have a Material Adverse Effect; (u) MTIX has not made an election with respect to Taxes that was not previously made, nor has it changed or revoked an election with respect to Taxes that was previously made; and (v) MTIX has not committed or agreed, orally or in writing, to any of the foregoing and the giving of notice by any Person or the passage of time will not result in the occurrence of any of the foregoing.

Absence of Material Adverse Change; Distributions. Except as set out in Schedule 3.5, since the Balance Sheet Date, MTIX MPC 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 MPC 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 MPC 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 $5,000, other than sale of products and services in the ordinary course of business; (b) MTIX MPC has not entered into any Material Contract; (c) no Person (including MTIX MPC and the MTIX ShareholdersStockholders) has accelerated, terminated, modified, or cancelled any Material Contract; (d) MTIX MPC has not incurred any loans or borrowings in excess of US$ $25,000 or granted or suffered to exist any Encumbrance upon any of its assets, tangible or intangible; (e) MTIX MPC has not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 50,000 or outside the ordinary course of business; (f) MTIX MPC has not made any capital investment in, any loan to, or any acquisition of the securities or (otherwise than in the ordinary course of business) assets of, any other Person (or series of related capital investments, loans, and (otherwise than in the ordinary course of business) acquisition in excess of US$ $25,000; (g) MTIX MPC 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 MPC has not cancelled, compromised, waived, or released any right or claim; (j) MTIX MPC 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 MPC Charter Documents; (l) MTIX MPC 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 MPC 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 or principal in respect of, or otherwise made any payment in connection with, any indebtedness, (iii) paid any management or other fees to the MTIX Shareholders Stockholders or any of their respective Affiliates, (iv) made any other payment in respect of any liability, obligation or commitment to the MTIX Shareholders Stockholders or any of their respective Affiliates, (v) assumed, guaranteed, or otherwise become liable (directly or contingently) for any liability or obligation of the MTIX Shareholders Stockholders or any of their respective Affiliates, or (vi) entered into any other transaction, commitment or understanding with the MTIX Shareholders Stockholders or any of their respective Affiliates or for the benefit of any of them; (n) MTIX MPC has not experienced any damage or destruction to or loss of (whether or not covered by insurance) to its property in excess of $5,000 in the aggregate; (o) MTIX MPC has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (p) MTIX MPC has not granted any increase in the base compensation of any of its directors, officers, or employees outside the ordinary course of business; (q) MTIX MPC has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan); (r) MTIX MPC has not made any other change in employment terms for any of its directors, officers, and employees outside the ordinary course of business; (s) MTIX MPC has not made or pledged to make any charitable or other capital contribution; (t) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the ordinary course of business involving MTIX MPC that would have a Material Adverse Effect; (u) MTIX MPC has not made an election with respect to Taxes that was not previously made, nor has it changed or revoked an election with respect to Taxes that was previously made; and (v) MTIX MPC has not committed or agreed, orally or in writing, to any of the foregoing and the giving of notice by any Person or the passage of time will not result in the occurrence of any of the foregoing.

Absence of Material Adverse Change; Distributions. Except as set out in Schedule 3.5Since December 31, since 2003, the Balance Sheet Date, MTIX Company 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 the Company that has had or might reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except (i) as a direct result of the acquisition by Aries and Aries of 100% of the Company Shares from the Prior Company Parents pursuant to the Company Share Purchase Agreement, or (ii) as otherwise set forth on Schedule 3.5 3.5, since that date: (a) MTIX the Company 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 $5,00050,000, other than sale of products and services in the ordinary course of business; (b) MTIX the Company has not entered into any Material Contract; (c) no Person (including MTIX and the MTIX ShareholdersCompany Affiliates) has accelerated, terminated, modified, or cancelled any Material Contract; (d) MTIX the Company has not incurred any loans or borrowings in excess of US$ 25,000 or granted or suffered to exist any Encumbrance upon any of its assets, tangible or intangible; (e) MTIX the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 50,000 or outside the ordinary course of business; (f) MTIX the Company has not made any capital investment in, any loan to, or any acquisition of the securities or (otherwise than in the ordinary course of business) assets of, any other Person (or series of related capital investments, loans, and (otherwise than in the ordinary course of business) acquisition in excess of US$ 25,000acquisitions); (g) MTIX the Company 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 the Company has not delayed or postponed the payment of accounts payable or other Liabilities or accelerated the delivery of any products or services or the collection of any accounts receivable; (i) the Company has not cancelled, compromised, waived, or released any material right or claim; (j) MTIX the Company 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 Documentsarticles of incorporation or bylaws of the Company; (l) MTIX the Company 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 the Company 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 or (ii) paid any interest or principal in respect of, or otherwise made any payment in connection with, any indebtedness, (iii) paid any management or other fees to the MTIX Shareholders or any of their respective Affiliates, (iv) made any other payment in respect of any liability, obligation or commitment to the MTIX Shareholders or any of their respective Affiliates, (v) assumed, guaranteed, or otherwise become liable (directly or contingently) for any liability or obligation of the MTIX Shareholders or any of their respective Affiliates, or (vi) entered into any other transaction, commitment or understanding with the MTIX Shareholders Company Affiliates or any of their respective Affiliates or for the benefit of any of them, other than transactions in the ordinary course of the Company's business; (n) MTIX the Company has not experienced any damage or destruction to or loss of (whether or not covered by insurance) to its property in excess of $5,000 100,000 in the aggregate; (o) MTIX the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (p) MTIX the Company has not granted any increase in the base compensation of any of its directors, officers, or employees outside the ordinary course of business; (q) MTIX the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan); (r) MTIX the Company has not made any other change in employment terms for any of its directors, officers, and employees outside the ordinary course of business; (s) MTIX the Company has not made or pledged to make any charitable or other capital contribution; (t) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the ordinary course of business involving MTIX that would have a Material Adverse Effectthe Company; (u) MTIX the Company has not made an election with respect to Taxes that was not previously made, nor has it changed or revoked an election with respect to Taxes that was previously made; and (v) MTIX the Company has not committed or agreed, orally or in writing, to any of the foregoing and the giving of notice by any Person or the passage of time will not result in the occurrence of any of the foregoing.

Absence of Material Adverse Change; Distributions. Except as set out in Schedule 3.5Since September 30, since 2002, the Balance Sheet Date, MTIX has Corporations have 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 the Corporations 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 SCHEDULE 3.5 TO THE DISCLOSURE SCHEDULE, since that date: (a) MTIX has the Corporations have 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 $5,00010,000, other than sale of products and services in the ordinary course of business; (b) MTIX has the Corporations have not entered into any Material Contract; (c) no Person (including MTIX the Corporations and the MTIX ShareholdersHEMP Security-holders) has accelerated, terminated, modified, or cancelled any Material Contract; (d) MTIX has the Corporations have not incurred any loans or borrowings in excess of US$ 25,000 or granted or suffered to exist any Encumbrance upon any of its assets, tangible or intangible; (e) MTIX has the Corporations have not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 10,000 or outside the ordinary course of business; (f) MTIX has the Corporations have not made any capital investment in, any loan to, or any acquisition of the securities or (otherwise than in the ordinary course of business) assets of, any other Person (or series of related capital investments, loans, and (otherwise than in the ordinary course of business) acquisition in excess of US$ 25,000acquisitions); (g) MTIX has the Corporations have 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 the Corporations have not delayed or postponed the payment of accounts payable or other Liabilities or accelerated the delivery of any products or services or the collection of any accounts receivable; (i) the Corporations have not cancelled, compromised, waived, or released any right or claim; (j) MTIX has the Corporations have 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 Documentsarticles of incorporation or bylaws of the Corporations; (l) MTIX has the Corporations have 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 the Corporations have 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 or principal in respect of, or otherwise made any payment in connection with, any indebtednessindebtedness held by Westek Limited, (iii) paid any management or other fees to the MTIX Shareholders HEMP Security-holders or any of their respective his Affiliates, (iv) made any other payment in respect of any liability, obligation or commitment to the MTIX Shareholders HEMP Security-holders or any of their respective Affiliates, (v) assumed, guaranteed, or otherwise become liable (directly or contingently) for any liability or obligation of the MTIX Shareholders HEMP Security-holders or any of their respective Affiliates, or (vi) entered into any other transaction, commitment or understanding with the MTIX Shareholders HEMP Security-holders or any of their respective Affiliates or for the benefit of any of them; (n) MTIX has the Corporations have not experienced any damage or destruction to or loss of (whether or not covered by insurance) to its property in excess of $5,000 10,000 in the aggregate; (o) MTIX has the Corporations have not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (p) MTIX has the Corporations have not granted any increase in the base compensation of any of its directors, officers, or employees outside the ordinary course of business; (q) MTIX has the Corporations have not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan); (r) MTIX has the Corporations have not made any other change in employment terms for any of its directors, officers, and employees outside the ordinary course of business; (s) MTIX has the Corporations have not made or pledged to make any charitable or other capital contribution; (t) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the ordinary course of business involving MTIX that would have a Material Adverse Effectthe Corporations; (u) MTIX has the Corporations have not made an election with respect to Taxes that was not previously made, nor has it changed or revoked an election with respect to Taxes that was previously made; and (v) MTIX has the Corporations have not committed or agreed, orally or in writing, to any of the foregoing and the giving of notice by any Person or the passage of time will not result in the occurrence of any of the foregoing.