Actions Since Balance Sheet Date. Except as set forth on the Acquired --------------------------------------- Business Disclosure Document, since the date of the Seller's Balance Sheet, the Seller has taken no actions that would be prohibited pursuant to the provisions of this Agreement (without the prior consent of the Purchaser) after the date of this Agreement.
Actions Since Balance Sheet Date. Except as set forth on the Acquired Business Disclosure Document, since the date of the Acquired Business Balance Sheet, the Seller has taken no actions that would be prohibited pursuant to the provisions of this Agreement (without the prior consent of the Purchaser) after the date of this Agreement.
Actions Since Balance Sheet Date. Except as otherwise expressly provided or set forth in, or required by, this Agreement, or as set forth in the Disclosure Schedule, to the best knowledge of the EDL Shareholders, since the Balance Sheet Date, EDL has not: (i) issued or sold, or agreed to issue or sell any of its capital stock, options, warrants, rights or calls to purchase such stock, any securities convertible or exchangeable into such capital stock or other corporate securities, or effected any subdivision or other recapitalization affecting its capital stock; (ii) incurred any material obligation or liability, absolute or contingent, except those arising in the ordinary and usual course of its business that would normally be reflected on the books of such Company; (iii) discharged or satisfied any lien or encumbrance, except in the ordinary and usual course of business, or paid or satisfied any liability, absolute or contingent, other than liabilities as at the Balance Sheet Date in the ordinary and usual course of business; (iv) made any wage or salary increases or granted any bonuses other than wage and salary increases and bonuses granted in accordance with its normal salary increase and bonus policies; (v) mortgaged, pledged or subjected to any lien or other encumbrance any of its properties or assets, or permitted any of its property or assets to be subjected to any lien or other encumbrance, except in the ordinary and usual course of business; (vi) sold, assigned or transferred any of its properties or assets, except in the ordinary and usual course of business; (vii) entered into any material transaction not in the ordinary and usual course of business; (viii) waived any rights of substantial value, or canceled, modified or waived any indebtedness for borrowed money held by it, except in the ordinary and usual course of business; (ix) declared, paid or set aside any dividends or other distributions or payments on its capital stock, or redeemed or repurchased, or agreed to redeem or repurchase, any shares of its capital stock; (x) made any loans or advances to any person, or assumed, guaranteed, or otherwise become responsible for the obligations of any person; or (xi) incurred any indebtedness for borrowed money (except for endorsement, for collection or deposit of negotiable instruments received in the ordinary and usual course of business).
Actions Since Balance Sheet Date. Since the date of the balance sheet audited or unaudited, as the case may be, contained in the financial statements referred to in paragraph (j) hereof, Acquiror, except as specifically provided herein and most specifically in Exhibit I hereto, has not taken any action either within or without the ordinary and usual course of business; has not borrowed any money or become liable for any obligations nor become contingently liable for any obligation or liability of itself or others; has paid all of its debts and obligations as they have become due; has not incurred any debt, liability or obligation of any nature to any party except for obligations arising under this Agreement; has not knowingly waived any right of value; has used its best efforts to preserve its business organization intact; and has maintained its books, accounts and records in the usual, customary and ordinary manner and there have not been and will not be any material changes with respect to such Financial Statements from the date of the balance sheet hereof up to and through the closing of the acquisition transaction referred to herein.
Actions Since Balance Sheet Date. Except as set forth on the Acquired Business Disclosure Document, since the date of the Acquired Business Balance Sheet, neither ESI nor EHGI has taken any actions that would be prohibited under the provisions of this Agreement (without the prior consent of the Purchaser ) after the date of this Agreement.
Actions Since Balance Sheet Date. Except as disclosed on Part 7.11 to the Principals' Disclosure Schedule, since the Balance Sheet Date, Buyer:
(a) has not taken any action outside of the ordinary and usual course of business or inconsistent with past practice;
(b) has not borrowed any money or become contingently liable for any obligation or liability of others;
(c) has paid all of its debts and obligations as they became due;
(d) has not incurred any debt, liability or obligation of any nature to any party except for obligations arising from the purchase of goods or the rendition of services in the ordinary course of business consistent with past practice;
(e) has not waived any right or canceled any material debt or claim, which debt or claim, individually or in the aggregate, exceeds Twenty-Five Thousand Dollars ($25,000);
(f) has not used its best efforts to preserve its business organization intact, to keep available the services of its employees, and to preserve its relationships with its customers, suppliers and others with whom it deals;
(g) has not sustained a termination of its relationship with any customer, supplier or other person with whom it deals where such relationship is material to Buyer, and no such termination is anticipated;
(h) has not paid, discharged, satisfied or settled any material claim of obligation, except in the ordinary course of business and consistent with past practice;
(i) has not declared, set aside or paid any dividend or other distribution with respect to any of its equity securities (including Buyer's Capital Stock) or other securities or, directly or indirectly, redeemed, purchased or otherwise acquired any such securities;
(j) has not issued, sold or entered into any contract for the issuance or sale, of any of its equity securities or other securities (including securities convertible into or exercisable for its equity securities);
Actions Since Balance Sheet Date. Since the Balance Sheet Date and until consummation of the Closing, Xxxx Xxxxxxx has not and will not have:
(a) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, whether in the form of a stock dividend, capitalization of reserves or retained earnings, or otherwise;
(b) incurred any indebtedness (whether as primary borrower, cosigner, guarantor, or otherwise) for money borrowed, issued any promissory note or other negotiable instrument, and/or incurred any other liabilities, individually in excess of Five Hundred Thousand N.T. Dollars (NT$500,000) in the aggregate other than in the ordinary course of business.
(c) made any loans or advances to any person, other than ordinary advances for travel expenses;
(d) sold, exchanged or otherwise disposed of any material assets or rights other than the sale of inventory in the ordinary course of its business, or waived any valuable right or material debt owed to Xxxx Xxxxxxx ;
(e) entered into any transactions with any of its shareholders, managers, directors, supervisors, or employees or any family or corporate members of or entity controlled by any of such persons, or
(f) entered into new business arrangement(s) or transactions(s), or perform existing or outstanding business arrangement(s) or transactions (s) without eCERA’s prior written approval other than in the ordinary course of business. Share Purchase Agreement
Actions Since Balance Sheet Date. Since the Balance Sheet Date and until consummation of the Closing, eCERA has not and will not have:
(a) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, whether in the form of a stock dividend, capitalization of reserves or retained earnings, or otherwise;
(b) incurred any indebtedness (whether as primary borrower, cosigner, guarantor, or otherwise) for money borrowed, issued any promissory note or other negotiable instrument, and/or incurred any other liabilities, individually in excess of One Million NT Dollars (NT$1,000,000) in the aggregate other than in the ordinary course of business; except that eCERA provided the security as several and joint guarantor for XXXX’x borrowing from Xx Xxxxx Commercial Bank (also known in Chinese as ) as further detailed in Schedule 3.13.(b).
(c) made any loans or advances to any person, other than ordinary advances for travel expenses;
(d) sold, exchanged or otherwise disposed of any material assets or rights other than the sale of inventory in the ordinary course of its business, or waived any valuable right or material debt owed to eCERA;
(e) entered into any transactions with any of its shareholders, managers, directors, supervisors, or employees or any family or corporate members of or entity controlled by any of such persons, or
(f) entered into new business arrangement(s) or transactions(s), or perform existing or outstanding business arrangement(s) or transactions(s) without PERICOM’s prior written approval other than in the ordinary course of business. Share Purchase Agreement Confidential 08/30/05 Execution Copy
Actions Since Balance Sheet Date. Since the Balance Sheet Date, except as set forth in Schedule 2.9 attached hereto, Seller has not:
(a) incurred any Liability, except for those incurred in the ordinary and usual course of business consistent with past practice;
(b) entered into, adopted or amended any bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any Employee, or increased in any manner the compensation or fringe benefits of any Employee, granted any bonus, modified any compensation arrangement, or paid any benefit not required by any plan or arrangement as in effect as of the date hereof;
(c) sold, leased, disposed of, assigned or acquired any assets, properties or rights, which are material, both singularly and in the aggregate, except in the ordinary and usual course of business consistent with past practice;
(d) mortgaged, pledged or subjected to any Lien any assets, properties or rights, or permitted any assets, properties or rights to be subjected to any Lien;
(e) acquired (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or division thereof pursuant to which it acquired any assets, rights or properties;
(f) suffered or incurred any material damage to, or destruction or loss of, any of its assets (whether or not covered by insurance);
(g) received notice of termination of, or default under, any Contract;
(h) made any change in its accounting methods or principles;
(i) other than this Agreement and the transactions contemplated hereby, entered into, amended or terminated, or sent any notice of default with respect to, any Contract or otherwise took any action, or made any commitment, not in the ordinary and usual course of business and consistent with past practice; or
(j) entered into or amended any Contract with respect to any of the foregoing which in the aggregate will have a Material Adverse Effect (as defined herein).
Actions Since Balance Sheet Date. Except as set forth on -------------------------------- Schedule 2.17, since December 31, 1996, the Company: -------------
(a) has not taken any action outside of the ordinary course of business;
(b) has not borrowed any money or become contingently liable for any obligation or liability of others;
(c) has paid all of its debts and obligations as they became due;
(d) has not incurred any debt, liability or obligation of any nature to any party except for obligations arising in the ordinary course of business;
(e) has used its best efforts to preserve its business organization intact, to keep available the services of its employees, and to preserve its relationships with its customers, suppliers and others with whom it deals and has not changed any of its employment policies (including without limitation severance policies);
(f) has not knowingly waived any right of substantial value;
(g) has not purchased or redeemed any shares of its capital stock, or transferred, distributed or paid, directly or indirectly, any money or other property or assets to the Shareholders (other than employment compensation in the ordinary course of business and consistent with past practice); and
(h) has not sold or otherwise issued any shares of its capital stock, except that there are outstanding options to purchase shares of the Common Stock of RMS, as described in Schedule 2.17(h). ----------------
