Absence of Material Adverse Changes, etc. Since June 30, 1999, there has not been a Parent Material Adverse Effect. Without limiting the foregoing, except as disclosed in Parent SEC Documents filed by Parent through the date hereof or as contemplated by this Agreement, since June 30, 1999, (i) Parent and its Subsidiaries have conducted their business in the ordinary course of business and (ii) there has not been:
(a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of Parent, or any repurchase, redemption or other acquisition by Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Parent or of any Company Securities;
(b) any amendment of any provision of the Certificate of Incorporation or by-laws of, or of any material term of any outstanding security issued by, Parent or any Subsidiary (other than any wholly-owned Subsidiary) of Parent;
(c) any incurrence, assumption or guarantee by Parent or any Subsidiary of Parent of any indebtedness for borrowed money other than borrowings under existing short term credit facilities not in excess of $100,000 in the aggregate;
(d) any change in any method of accounting or accounting practice by Parent or any Subsidiary of Parent, except for any such change required by reason of a change in GAAP;
(e) issuance of Parent Securities other than pursuant to options outstanding as of June 30, 1999 and the issuance of options after such date in the ordinary course of business (and the issuance of securities pursuant thereto);
(f) acquisition or disposition of assets material to Parent and its Subsidiaries, except for sales of inventory in the ordinary course of business consistent with past practice, or any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business where the aggregate cost of all such acquisitions and dispositions does not exceed $10,000,000), or any merger or consolidation with any third party, by Parent or any Subsidiary;
(g) entry by Parent into any joint venture, partnership or similar agreement with any person other than a wholly-owned Subsidiary; or
(h) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.
Absence of Material Adverse Changes, etc. Since December 31, 2007, there has not been or occurred any event, change, occurrence or development of a state of facts that, individually or in the aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect. From December 31, 2007 until the date of this Agreement, except as contemplated hereby, (a) the business of the Company and the Company Subsidiaries, taken as a whole, has been conducted in the Ordinary Course of Business and (b) there has not been any action or event that would have required the consent of Parent under Section 5.1 of this Agreement (other than paragraphs (b)(vii), (viii) and (xiii) of Section 5.1) had such action or event occurred after the date of this Agreement.
Absence of Material Adverse Changes, etc. Except as otherwise set forth in Section 2.6 of the Company Disclosure Schedule, since March 31, 2022, the Company and the Company Subsidiaries have conducted their business in the ordinary course of business consistent with past practice and between March 31, 2022 and the date of this Agreement, there has not been or occurred:
(a) any event, condition, change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; or
(b) any event, condition, action or occurrence that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(b).
Absence of Material Adverse Changes, etc. Since December 31, 2009, the Company and the Company Subsidiaries have conducted their business in the ordinary course of business consistent with past practice and there has not been or occurred:
(a) any event, condition, change, occurrence or development of a state of circumstances which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;
(b) any material damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets owned or operated by the Company and the Company Subsidiaries; or
(c) any event, condition, action or occurrence that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 5.1(b).
Absence of Material Adverse Changes, etc. Since January 1, 2024, except for actions expressly contemplated by this Agreement, (a) the Company and the Company Subsidiaries have conducted their business in all material respects in the ordinary course of business consistent with past practice; (b) there has not been or occurred any event, condition, change, occurrence or development that has or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (c) the Company and the Company Subsidiaries have not (i) made or changed any material Tax election, (ii) filed any material amended Tax Return, or (iii) changed any material method of Tax accounting.
Absence of Material Adverse Changes, etc. Except as set forth in Section 3.6(a) of the Seller Disclosure Schedule, since June 30, 1997, (a) there has not been any material adverse change in the Assets, liabilities, business, operations or condition (financial or otherwise) of the Division (other than changes resulting from changes in general economic or financial conditions or changes affecting generally the industry in which the Business operates); (b) Seller and the Conveyed Subsidiaries have conducted the Business only in the ordinary course and consistent with past practice; (c) none of Seller or the Conveyed Subsidiaries has increased the compensation of any of the officers or employees of the Business, except such increases as are granted in the ordinary course of business in accordance with its customary practices (which shall include normal periodic performance reviews and related compensation and benefit increases); (d) none of Seller or the Conveyed Subsidiaries has sold or disposed of material properties or assets of the Business, except in the ordinary course of business; (e) Seller and the Conveyed Subsidiaries have not suffered any loss or damage (whether or not covered by insurance) to the properties or assets of the Business in excess of $250,000; (f) none of Seller or the Conveyed Subsidiaries has changed its methods of accounting or its accounting principles or practices or revalued any of its assets or determined as collectible any notes or accounts receivable arising out of the Business that were previously determined to be uncollectible (including, without limitation, any write-downs of inventory or write-offs of accounts receivable other than in the ordinary course of business and consistent with past practice) insofar as they relate to the Business; (g) there has not been mortgaged, pledged, or subjected to any lien, lease or security interest or other charge or encumbrance any of the Assets other than in the ordinary course of business and other than Permitted Liens; (h) there has not been any waiver or compromise by Seller relating to the Assets of a valuable right or of a material debt owed to it other than in the ordinary course of business; (i) none of Seller or the Conveyed Subsidiaries has entered into any agreement or made any commitment to take any of the preceding actions described in this Section 3.6; (j) none of Seller or the Conveyed Subsidiaries in connection with the Business has, prior to the date of this Agreement, (i) incurred any indebtedness or other liab...
Absence of Material Adverse Changes, etc. Since January 1, 2009, Parent and the Parent Subsidiaries have conducted their business in the ordinary course of business consistent with past practice and there has not been or occurred:
(a) a Parent Material Adverse Effect; or
(b) any material damage, destruction or other casualty loss (whether or not covered by insurance) material to the business of Parent.
Absence of Material Adverse Changes, etc. Since January 1, 2014, the Company and the Company Subsidiaries have conducted their business in the ordinary course of business consistent with past practices and there has not been or occurred:
(a) a Company Material Adverse Effect; or
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) material to the business of the Company.
Absence of Material Adverse Changes, etc. Since the Company Balance Sheet Date through the Agreement Date, (a) the Company and the Company Subsidiaries have conducted their business in all material respects in the ordinary course of business consistent with past practice, (b) there has not been or occurred any event, condition, change, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect and (c) neither the Company nor any of the Company Subsidiaries has taken any action that would be prohibited by clauses (iv), (v), (vi), (viii), (ix), (xi), (xii), (xiii), (xvii) or (xviii) (to the extent clause (xviii) relates to the aforementioned clauses) of Section 4.2(b) if taken without the consent of Parent after the Agreement Date.
Absence of Material Adverse Changes, etc. From December 31, 2014 through the date hereof, (i) the Company and the Company Subsidiaries have conducted their business in the ordinary course of business substantially consistent with past practice and (ii) there has not been a Company Material Adverse Effect. Except as expressly contemplated by this Agreement, since December 31, 2014 through the date of this Agreement, none of the Acquired Companies has taken any actions which, had such actions been taken after the date of this Agreement, would have required the written consent of Parent pursuant to Sections 5.2(b)(i), (iii), (vii), (ix), (xi), (xii), (xv), (xvi), (xix) and (xxi).
