Common use of Absence of Material Changes Clause in Contracts

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrants), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Final Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Final Prospectus and the Disclosure Package, there has not been (ai) neither any Material Adverse Effect, (ii) any transaction which is material to the Company nor or any of its subsidiaries has incurred Subsidiary, (iii) any material liability or obligation, direct or contingentcontingent (including any off-balance sheet obligations), or entered into any material transaction not in the ordinary course of business; (b) neither incurred by the Company nor or any of its subsidiaries has purchased any of Subsidiary, which is material to the Company's outstanding capital stock, or declared, paid or otherwise made (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company's capital stock; , (cv) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock shares upon the exercise of outstanding options or warrantswarrants or the conversion of convertible indebtedness), or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue Subsidiary (other than upon conversion of convertible indebtedness) or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, Company or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Subsidiary.

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure PackageRegistration Statement and the Prospectus, and except as may be otherwise stated or incorporated by reference in the Registration Statement and the Prospectus, there has not been (i) any Material Adverse Effect, (aii) neither any transaction which is material to the Company nor any of and its subsidiaries has incurred taken as a whole, (iii) any material liability or obligation, direct or contingentcontingent (including any off-balance sheet obligations), or entered into any material transaction not in the ordinary course of business; (b) neither incurred by the Company nor or any of its subsidiaries, which is material to the Company and its subsidiaries has purchased any of the Company's outstanding capital stocktaken as a whole, or declared, paid or otherwise made (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company's capital stock; , or (cv) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock common stock due to the issuance of such share of Common Stock shares upon the exercise of outstanding options or warrants), warrants or the conversion of convertible indebtedness) or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of its subsidiaries (other than upon conversion of convertible indebtedness) or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, Company or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)its subsidiaries.

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries Subsidiary has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries Subsidiary has purchased any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrants), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries Subsidiary or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options in the ordinary course of business and consistent with past practice under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, prospects, management, financial condition or results of operations of the Company and the SubsidiariesSubsidiary, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock Ordinary Shares due to the issuance of such share of Common Stock Ordinary Shares upon the exercise of outstanding options or warrants), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options in the ordinary course of business and consistent with past practice under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, prospects, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrants), or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of outstanding Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrantswarrants or pursuant to the terms of employment agreements outstanding prior to the date of the Disclosure Package), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving event that has resulted in a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Material Adverse Effect.

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package (and taking into account any updates included within the Disclosure Package), (a) neither the Company nor has not sustained any of loss or interference with its subsidiaries business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (b) the Company has not incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (bc) neither the Company nor any of its subsidiaries has not purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; and (cd) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock shares upon the exercise of outstanding options or warrantswarrants or the conversion of convertible indebtedness), or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries (other than upon conversion of convertible indebtedness) or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Material Adverse Effect.

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; , (b) neither the Company nor any of its subsidiaries Subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; , (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share shares of Common Stock upon the exercise of outstanding options or warrantswarrants which were disclosed in the Disclosure Package and the Prospectus), or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereofSecond Amended and Restated 2006 Stock Plan) of the Company, or and (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure PackageDocuments, (a) neither the Company nor any of its subsidiaries Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries Subsidiaries has purchased any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrants), or material change in the short−term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options in the ordinary course of business and consistent with past practice under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, prospects, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package Documents (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure PackageRegistration Statement and the Prospectus, and except as may be otherwise stated or incorporated by reference in the Registration Statement and the Prospectus, there has not been (i) any Material Adverse Effect, (aii) neither any transaction which is material to the Company nor any of and its subsidiaries has incurred taken as a whole, (iii) any material liability or obligation, direct or contingentcontingent (including any off-balance sheet obligations), or entered into any material transaction not in the ordinary course of business; (b) neither incurred by the Company nor or any of its subsidiaries, which is material to the Company and its subsidiaries has purchased any of the Company's outstanding capital stocktaken as a whole, or declared, paid or otherwise made (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company's capital stock; , or (cv) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock shares upon the exercise of outstanding options or warrants), warrants or the conversion of convertible indebtedness) or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of its subsidiaries (other than upon conversion of convertible indebtedness) or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, Company or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)its subsidiaries.

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries Subsidiaries has purchased any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrants), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of outstanding Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrantswarrants or pursuant to the terms of employment agreements outstanding prior to the date of the Disclosure Package), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure PackageSEC Reports, (a) neither the Company nor any of its subsidiaries Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries Subsidiaries has purchased any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrants), or material change in the short−term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options in the ordinary course of business and consistent with past practice under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, prospects, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)SEC Reports.

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased any of the Company's outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share shares of Common Stock upon the exercise of outstanding options or warrants, pursuant to the terms of employment agreements outstanding prior to the date of the Disclosure Package, or issuable upon the conversion of the Company’s convertible preferred stock), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates Except as of which information is given disclosed in the Registration Statement, the Disclosure PackagePackage and the Prospectus, since September 30, 2013, (a) neither the Company nor any of its subsidiaries the Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries the Subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share shares of Common Stock upon the exercise of outstanding options options, rights or warrants), or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options or other rights under the Company’s stock option equity incentive plans existing on the date hereof) of the Company, or and (d) there has not been any material adverse changeMaterial Adverse Effect, or any development involving a prospective material adverse changeMaterial Adverse Effect, in the business, properties, management, prospects, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure PackageSince March 11, 2014, (a) neither the Company nor any of its subsidiaries the Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries the Subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; , (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share shares of Common Stock upon the exercise of outstanding options options, rights or warrants), or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities (other than those in relation to the Terex Transaction and the PM Group Transaction or other rights to purchase the capital stock (other than grants of stock options or other rights under the Company’s stock option equity incentive plans existing on the date hereof) of the Company, or Company and (d) there has not been any material adverse changeMaterial Adverse Effect, or any development involving a prospective material adverse changeMaterial Adverse Effect, in the business, properties, management, prospects, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that the requirements set forth in the Disclosure Package (exclusive of any amendments Securities Act or supplements thereto subsequent to the date of this Agreement)Exchange Act.

Absence of Material Changes. Subsequent to the respective dates as of which information is given contained in the Disclosure PackageRegistration Statement, the Time of Sale Information and the Prospectus, and except as may be otherwise stated in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been (i) any Material Adverse Effect, (aii) neither any transaction which is material to the Company nor any and out of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; , (biii) neither the Company nor any of its subsidiaries has purchased obligation, direct or contingent (including any of off-balance sheet obligations), incurred by the Company's outstanding capital stock, or declaredwhich is material to the Company, paid or otherwise made (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company's capital stock; , (cv) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock common stock of the Company due to the issuance of such share of Common Stock shares upon the exercise of outstanding options or warrantswarrants or the conversion of convertible indebtedness and the issuance of shares of restricted stock), or (vi) any material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries (other than upon conversion of convertible indebtedness) or (vii) any issue issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (b) neither the Company nor any of its subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of outstanding Common Stock due to the issuance of such share of Common Stock upon the exercise of outstanding options or warrantswarrants or pursuant to the terms of employment agreements outstanding prior to the date of the Disclosure Package), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, Material Adverse Effect from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package (and taking into account any updates included within the Disclosure Package), (a) neither the Company nor has not sustained any of loss or interference with its subsidiaries business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (b) the Company has not incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; (bc) neither the Company nor any of its subsidiaries has not purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; and (cd) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share of Common Stock shares upon the exercise of outstanding options or warrantswarrants or the conversion of convertible indebtedness), or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries (other than upon conversion of convertible indebtedness) or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option equity incentive plans existing on the date hereof) of the Company, or (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Material Adverse Effect.

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; , (b) neither the Company nor any of its subsidiaries Subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; , (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share shares of Common Stock upon the exercise of outstanding options or warrants)warrants which were disclosed in the Disclosure Package and the Prospectus) outstanding on the date hereof, or material change in the short−term short-term debt or long−term long-term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereofCompensation Equity Incentive Plan and Long-Term Incentive Plan) of the Company, or and (d) there has not been any material adverse change, or any development involving a prospective material adverse change, change in the business, prospects, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that set forth in the Disclosure Package or the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) neither the Company nor any of its subsidiaries Subsidiaries has incurred any material liability or obligation, direct or contingent, or entered into any material transaction not in the ordinary course of business; , (b) neither the Company nor any of its subsidiaries Subsidiaries has purchased any of the Company's ’s outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on the Company's ’s capital stock; , (c) there has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of such share shares of Common Stock upon the exercise of outstanding options or warrantswarrants which were disclosed in the Disclosure Package and the Prospectus), or material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issue of options, warrants, convertible securities securities, restricted stock, or other rights to purchase the capital stock (other than grants of stock options or restricted stock under the Company’s stock option plans existing on the date hereof2009 Equity Incentive Plan) of the Company, or and (d) there has not been any material adverse change, or any development involving a prospective material adverse change, in the business, operations, prospects, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, from that those set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).