Common use of Activities Since Balance Sheet Date Clause in Contracts

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company; (i) any resignation or termination of any key officer or employee of such Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any Founder, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company; (m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Company; (o) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (p) any agreement or commitment by such Group Company or any Founder to do any of the things described in this Section 3.17.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, except as contemplated under any Transaction Documents, (i) the Group Companies have operated their respective business in the ordinary course consistent with past practice; (ii) there has not been any event or development that has or would have, individually or in the aggregate, a Material Adverse Effect; and (iii) particularly, with respect to any each Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except for changes in the ordinary course of business of such Group Company that have do not beenand would not have, individually or in the aggregate, materially adversea Material Adverse Effect; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise, that would have a Material Adverse Effect; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (d) any waiver by such Group Company or any Founder of a valuable right or of any debt, that would have a material debtMaterial Adverse Effect; (e) any satisfaction or discharge of any lien, claim or encumbrance Lien or payment of any obligation by such Group Company, except for such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group CompanyCompany that does not and would not have, individually or in the aggregate, a Material Adverse Effect; (f) any material and adverse change or amendment to a material contract or arrangement by which such Group Company Material Contract or any constitutive document of its assets or properties is bound or subjectany Group Company, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change except in any compensation arrangement or agreement the ordinary course of business consistent with any present or prospective employeeits past practice, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets Intellectual Property or other material intangible assets of such Group Company; (i) any resignation or termination of any key officer or employee of such Group Company, including any Founder; (jh) any mortgage, pledge, transfer of a security interest inin the ordinary course of business in accordance with past practice, or lien Lien created by such Group Company or any FounderCompany, with respect to any of such Group Company’s properties or assetsassets and except for Liens to secure debt, except liens for taxes not yet due obligation or payableliability of the Group Companies; (ki) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company individually in excess of RMB15,000,000, or any Founder, individually or in excess of RMB90,000,000 in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing; (lj) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capitalEquity Securities, or any direct or indirect redemption, purchase or other acquisition of any of such share capital Equity Securities by such Group Company, except as expressly permitted by this Agreement; (mk) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with any of its officers, directors directors, key employees or employeesAffiliates (other than the transactions contemplated by the Control Documents) over RMB20,000,000; (l) any change in the accounting methods or practices, or any members revaluation of their immediate familiesany assets, or of any entity controlled by any of such individuals other than in the ordinary course of business of such Group Company; (o) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (pm) any agreement or commitment by such Group Company or any Founder to do any of the things described in this Section 3.174.17.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any each Group Company, there has not been: (a) any change in the business, assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adversea Material Adverse Effect; (b) any insolvency or any requirement for prepayment by such Group Company; (c) any purchase, acquisition, sale, lease, transfer or disposition of any assets (i) individually in excess of US$50,000 or in excess of US$100,000 in the aggregate, or (ii) that are individually or in the aggregate material to its business, except for the sale of inventory in the ordinary course of business consistent with its past practice, and no acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other person or division thereof; (d) capital expenditure or commitment of capital expenditure beyond the annual budget in excess of US$50,000; (e) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (cf) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (dg) any waiver waiver, termination, settlement or compromise by such Group Company or any Founder of a valuable right or of a material debt, other than those in the ordinary course of business which would not reasonably be expected to have a Material Adverse Effect on any Group Company; (eh) any satisfaction or discharge of any lien, claim or encumbrance Lien or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (fi) any material change or amendment to a any Material Contract or material contract or arrangement by or to which such Group Company or any of its assets or properties is bound or subject, except for changes any entering of any new Material Contract, or amendments which are expressly provided for any termination of any contract that would have been a Material Contract if in effect on the date hereof, or disclosed in this Agreementany amendment to any Constitutional Document, or any amendment to or waiver under any Constitutional Document; (gj) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor officer or director, or adoption of any new employee benefit plan, or made any material change in any existing employee benefit plan, other than any change incurred in the ordinary course of business consistent with its past practice; (hk) any payment in the form of salary, bonus, reward or any other means to the directors, officers or employees of such Group Company in excess of the amount of payment or benefits paid by such Group Company to such persons at the Balance Sheet Date; (l) entry into new employment agreements with the directors or officers of such Group Company, or any obligations to amend the terms of employment agreements with the directors, officers or employees of such Group Company prior to the Closing or at any other time; (m) any sale, assignment or transfer of any Proprietary Assets Intellectual Property or other material intangible assets of such Group Company; (in) any the resignation or termination of employment of the Management Founder, any key director, officer or employee key employee, or any material group of employees of such Group Company with such Group Company, including any Founder; (jo) any mortgage, pledge, transfer of a security interest in, or lien any Lien created by such Group Company or any Founder, with respect to any of such Group Company’s properties or assets, except liens Liens for taxes Taxes not yet due or payable; (kp) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by 50,000 or in excess of US$100,000 in the Investors in writingaggregate; (lq) any sale, issuance, transfer, pledge or other disposition of any equity securities of any Group Company; (r) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capitalequity securities, or any direct or indirect issuance, transfer, redemption, purchase or other acquisition of any of such share capital equity securities by such Group Company; (ms) any failure to conduct business the Business in the ordinary course, consistent with such Group Company’s past practices; (nt) any material change in accounting methods or practices or any revaluation of any of its assets; (u) except in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of material Taxes, settlement of any claim or assessment in respect of any material Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material amount of additional Tax or filing of any material amended Tax Return; (v) any commencement or settlement of any material Action; (w) any transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled Controlled by any of such individuals other than in the ordinary course of business of such Group Companyindividuals; (ox) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (py) any agreement or commitment by such Group Company or any Founder Key Holder to do any of the things described in this Section 3.174.16.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any each Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not beenand will not, in the aggregate, materially adverseresult in any Material Adverse Effect; (b) any material change in the contingent obligations of such any Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company having any Material Adverse Effect (as presently conducted and as presently proposed to be conducted); (d) any waiver or compromise by such any Group Company or any Founder of a valuable right or of a material debtdebt owed to it; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such any Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such any Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such any Group Company; (i) any resignation or termination of any key officer or employee of such the any Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such any Group Company or any FounderCompany, with respect to any of such Group Company’s its material properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such any Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by 25,000 or in excess of US$100,000 in the Investors in writingaggregate; (l) any dividend, loans or guarantees made by any Group Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (m) any declaration, setting aside or payment or other distribution in respect of the share capital or registered capital of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital or registered capital by such any Group Company; (mn) any failure to conduct business in the ordinary course, consistent with such each Group Company’s reasonably prudent past practices; (no) any material transactions with any receipt of its officers, directors or employeesnotice that there has been a loss of, or material order cancellation by, any members major customer of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Company; (op) any other event or condition of any character which character, other than events affecting the macro economy or the Group Companies’ industry generally, that could reasonably be expected to have result in a Material Adverse Effect; or (pq) any agreement or commitment by such any Group Company or any Founder to do any of the things described in this Section 3.17above.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have do not beenhave, in the aggregate, materially adverseMaterial Adverse Effects; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company having Material Adverse Effects (as presently conducted and as presently proposed to be conductedconducted pursuant to its business plan); (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective officer, key employee, contractor or directordirector not approved by such Group Company’s Board of Directors or comparable governing body; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company; (i) any resignation or termination of any key officer or employee officers of such Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien Lien created by such Group Company or any FounderCompany, with respect to any of such Group Company’s its properties or assets, except liens for taxes not yet due or payablepayable or Permissible Liens; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company individually in excess of RMB500,000 or any Founder, individually or in excess of RMB1,000,000 in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group CompanyCompany other than the repurchase of share capital from employees, officers, directors or consultants pursuant to agreements approved by the board of directors of such Group Company under which such Group Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as termination of an employment or consulting relationship; (m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with the Founder or any director, officer or employee of its officers, directors or employeessuch Group Company, or any members of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Companyindividuals; (o) any other event or condition of any character which could reasonably be expected to had or would have a Material Adverse Effect; or (p) any agreement or commitment by such Group Company or any Founder to do any of the things described in this Section 3.17above.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any each Group Company, there has not been: (a) any change in the assets, liabilitiesLiabilities, financial condition or operating results of such any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not beenand will not, individually or in the aggregate, materially adverseresult in any Material Adverse Effect on its business or properties; (b) any material change in the contingent obligations of such any Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects having any Material Adverse Effect on its business or business of such Group Company properties (as presently conducted and as presently proposed to be conducted); (d) any waiver or compromise by such any Group Company or any Founder of a valuable right or of a material debtdebt owed to it; (e) any satisfaction or discharge of any lien, claim or encumbrance Encumbrances or payment of any obligation by such any Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such any Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such any Group Company; (i) any resignation or termination of any key officer or employee Key Employee (as defined below) of such the any Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such any Group Company or any FounderCompany, with respect to any of such Group Company’s its material properties or assets, except liens for taxes Taxes not yet due or payable; (k) any debt, obligation, or liability other Liability incurred, assumed or guaranteed by such any Group Company individually in excess of US$200,000 or any Founder, individually or in excess of US$500,000 in the aggregate, other than that is incurred in excess the ordinary course of US$10,000, unless otherwise approved by the Investors in writingbusiness; (l) any dividend, loans or guarantees made by any Group Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (m) any declaration, setting aside or payment or other distribution in respect of the share capital or registered capital of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital or registered capital by such any Group Company; (mn) any failure to conduct business in the ordinary course, consistent with such each Group Company’s reasonably prudent past practices; (no) any material transactions with any receipt of its officers, directors or employeesnotice that there has been a loss of, or material order cancellation by, any members major customer of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Company; (op) any other event or condition of any character which character, other than events affecting the economy of China or the Group Companies’ industry generally, that could reasonably be expected to have result in a Material Adverse Effect; or (pq) any agreement or commitment by such any Group Company or any Founder to do any of the things described in this Section 3.17above.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Companyeach of the Company and the WFOEs, there has not been: (a) any change in to the assetsbest knowledge of the Company and the WFOEs, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects insurance that has had or business of such Group Company (as presently conducted and as presently proposed would reasonably be expected to be conducted)have a Material Adverse Effect; (db) any waiver by such Group Company or any Founder the company of a valuable right or of a material debtdebt owed to it; (ec) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Companythe company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Companythe company; (fd) any material change or amendment to a material contract or arrangement by which such Group Company the company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (ge) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or directordirector not approved by the directors; (f) any resignation or termination of any key officers; (g) except as otherwise disclosed in Exhibit A attached hereto any declaration or payment of any dividend or other distribution of the assets; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Companythe company other than in the ordinary and usual course of the Business; (i) any resignation or termination of any key officer or employee of such Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any Founder, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founderthe company, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company; (m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than except those for immaterial amounts and for current liabilities incurred in the ordinary course of business of such Group Company;business; or (oj) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (p) any agreement would materially and adversely affect the assets, properties, financial condition, operating results or commitment by such Group Company or any Founder to do any business of the things described in this Section 3.17Company.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, except for the transactions as contemplated hereby or in the Assets Transfer Agreement, with respect to any Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract Material Contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company; (i) any resignation of or termination of employment with any key officer or employee of such Group Company, including any FounderKey Employee (as defined below); (j) any mortgage, pledge, transfer of a security interest in, or lien created by by, such Group Company or any Founder, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by 50,000 or in excess of US$100,000 in the Investors aggregate except those incurred in writingthe ordinary course of business and not exceeding such amount; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company; (m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Companyindividuals; (o) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (p) any agreement or commitment by such any Group Company or any Founder to do any of the things described in this Section 3.17.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, except as contemplated in the Transaction Documents, with respect to any each Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business of such Group Company that have not been, in the aggregate, materially adversebeen material adverse to such Group Company; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise, except changes in the ordinary course of business of such Group Company that have not been material adverse to such Group Company; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting that constitutes or results in, the assetsaggregate, properties, financial condition, operating results, prospects or business of such Group a Company (as presently conducted and as presently proposed to be conducted)Material Adverse Effect; (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance Lien or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group CompanyCompany that do not constitute or result in, the aggregate, a Company Material Adverse Effect; (fe) any material change or amendment to a material contract or arrangement Material Contract by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (gf) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor the Key Officers and other key employees with positions of vice presidents or higher or director; (hg) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company, except such sale, assignment or transfer made in the ordinary course of business of such Group Company that do not constitute or result in, the aggregate, a Company Material Adverse Effect; (ih) any resignation or termination of employment with any key officer or employee of such Group Company, including any FounderKey Officers; (ji) any mortgage, pledge, transfer of a security interest in, or lien Lien created by such Group Company or any Founder, Warrantor with respect to any of such Group Company’s properties or assets, except liens for Liens for taxes not yet due or payable; (kj) any debt, obligation, or liability Financial Debt (as defined in the Shareholders Agreement) incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writingCompany; (lk) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capitalEquity Securities, or any direct or indirect redemption, purchase or other acquisition of any of such share capital Equity Securities by such Group Company; (ml) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practicescourse of business; (nm) any material transactions with any of its officers, directors or employees, or any members Relative of their immediate familiessuch Person, or any entity controlled Person Controlled by any of such individuals other than in the ordinary course of business of such Group CompanyPerson; (on) any other event or condition of any character which could reasonably be expected to have constitute or result in a Company Material Adverse Effect; or (po) any agreement or commitment by such Group Company, any Founder Holding Company or any Founder the Founders to do any of the things described in this Section 3.174.17.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (d) any waiver by such Group Company or any Founder Seller Party of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company; (i) any resignation or termination of any key officer or employee of such Group Company, including any Founderof the Founders; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any FounderSeller Party, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company in excess of ten thousand U.S. dollars (US$10,000) or any Founder, individually or in excess of twenty-five thousand U.S. dollars (US$25,000) in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company; (m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Companyindividuals; (o) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (p) any agreement or commitment by such Group Company or any Founder Seller Party to do any of the things described in this Section 3.17.

Activities Since Balance Sheet Date. Since Except as specifically set forth in this Agreement or in Section 3.17 of the Disclosure Schedule and with respect to the Closing, since the Balance Sheet Date, with respect to any each Group Company, other than the transactions as contemplated in accordance with the Transaction Agreements, there has not been: (a) any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, has or could become or result in a Material Adverse Effect; (b) any change in the assets, liabilities, financial condition or operating results of such the Group Company from that reflected in the Financial StatementsCompanies, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (bc) any material change in the contingent obligations of such the Group Company Companies by way of guarantee, endorsement, indemnity, warranty or otherwise; (cd) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company having Material Adverse Effects (as presently conducted and as presently proposed to be conducted); (de) any waiver by such any Group Company or any Founder of a valuable right or of a material debt; (ef) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such any Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (fg) any material change or amendment to a material contract or arrangement by which such any Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (gh) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or directordirector not approved by any Group Company’s board of directors or comparable governing body; (hi) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such any Group Company; (ij) any resignation or termination of any key officer or employee of such any Group Company, including any Founder; (jk) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any FounderCovenantor, with respect to any of such Group Company’s its material properties or assets, except liens for taxes not yet due or payable; (kl) any debt, obligation, or liability incurred, assumed or guaranteed by such any Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing25,000; (lm) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share registered capital, or any direct or indirect redemption, purchase or other acquisition of any of such share registered capital by such any Group Company; (mn) any failure to conduct business in the ordinary course, consistent with such the Group Company’s reasonably prudent past practices; (no) any material transactions with any receipt of its officers, directors or employeesnotice that there has been a loss of, or material order cancellation by, any members major customer of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Company; (op) to the Company’s knowledge, any other event or condition of any character which character, other than events affecting the economy or any Group Company’s industry generally, that could reasonably be expected to have result in a Material Adverse Effect; or (pq) any agreement or commitment by such any Group Company or any Founder to do any of the things described in this Section 3.17.

Activities Since Balance Sheet Date. Since There has not been, since March 31, 2006 (the “Balance Sheet Date, ”) with respect to any Group Company, there has not beenthe Company or the WFOE: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any material adverse change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company, other than those required to be transferred pursuant to this Agreement; (i) any resignation or termination of any key officer or employee Key Employee of such Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any FounderCompany, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payablepayable and such encumbrances incurred by the WFOE in the ordinary course of business consistent with past practice; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by 10,000 or in excess of US$25,000 in the Investors aggregate except such debt or liability is incurred in writingthe ordinary course of business; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group CompanyCompany (but excluding the sale of Series A Shares hereunder); (m) any material failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Companyindividuals; (o) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (p) any agreement or commitment by such Group Company or any Founder to do any of the things described in this Section 3.173.18.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, except for the Convertible Loan Agreement and any changes related thereto and except as disclosed in the Disclosure Schedule, with respect to any Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not beenor any event, occurrence, fact, development or effect that, individually or in the aggregate, materially adversehas or could become or result in a Material Adverse Effect; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction waiver or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (d) any waiver compromise by such Group Company or any Founder of a valuable right or of a material debtdebt owed to it; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (fd) any material change or amendment to a material contract Contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (ge) any material change in any compensation arrangement or agreement with any present or prospective key employee, contractor officer, or directordirector of any Group Company; (hf) any sale, assignment or transfer of any Proprietary Assets Intellectual Property or any other material assets, tangible or intangible assets of such Group Company; (ig) any merger or acquisition by or involving any Group Company; (h) any resignation or termination of any key officer officers or employee executives of such Group Company, including any Founderwithout limitation, the Founders; (ji) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any FounderCompany, with respect to any of such Group Company’s its material properties or assets, except liens for taxes not yet due or payable; (kj) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by 200,000 or in excess of US$1,000,000 in the Investors in writingaggregate; (lk) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company; (ml) any failure to conduct business in the ordinary course, course and consistent with such Group Company’s past practices; (m) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any Group Company; (n) any material transactions with (i) any Founder, (ii) any director, officer or employee of its officers, directors or employeessuch Group Company, or any members of their immediate families, or any entity controlled by any of such individuals individuals, other than in the ordinary course of business of such Group Companytransactions contemplated under the existing employment agreements; (o) any damage, destruction or loss, whether or not covered by insurance, that would reasonably be expected to have a Material Adverse Effect; (p) any other event or condition of any character which relating to the Business, other than events or conditions affecting any Group Company’s industry generally or the economy of any jurisdiction where any Group Company is incorporated, that could reasonably be expected to have result in a Material Adverse Effect; or (pq) any agreement or commitment by such Group Company or any Founder to do any of the things described above in this Section 3.173.16.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, except as contemplated in the Transaction Documents, with respect to any each Group Company, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business of such Group Company that have not been, in the aggregate, materially adversebeen material adverse to such Group Company; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise, except changes in the ordinary course of business of such Group Company that have not been material adverse to such Group Company; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting that constitutes or results in, the assetsaggregate, properties, financial condition, operating results, prospects or business of such Group a Company (as presently conducted and as presently proposed to be conducted)Material Adverse Effect; (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance Lien or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group CompanyCompany that do not constitute or result in, the aggregate, a Company Material Adverse Effect; (fe) any material change or amendment to a material contract or arrangement Material Contract by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (gf) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor the Key Officers and other key employees with positions of vice presidents or higher or director; (hg) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company, except such sale, assignment or transfer made in the ordinary course of business of such Group Company that do not constitute or result in, the aggregate, a Company Material Adverse Effect; (ih) any resignation or termination of employment with any key officer or employee of such Group Company, including any FounderKey Officers; (ji) any mortgage, pledge, transfer of a security interest in, or lien Lien created by such Group Company or any Founder, with respect to any of such Group Company’s properties or assets, except liens for Liens for taxes not yet due or payablepayable or any transfer incurred in the ordinary course of business of such Group Company that have not been material adverse to such Group Company; (kj) any debt, obligation, or liability Financial Debt (as defined in the Shareholders Agreement) incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writingCompany; (lk) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capitalEquity Securities, or any direct or indirect redemption, purchase or other acquisition of any of such share capital Equity Securities by such Group Company; (ml) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practicescourse of business; (nm) any material transactions with any of its officers, directors or employees, or any members Relative of their immediate familiessuch Person, or any entity controlled Person Controlled by any of such individuals Person, other than in the ordinary course Contracts relating to employment or service of business of such Group Companyemployees, directors, supervisors, advisors and consultants and accrued salaries, reimbursable expenses or other standard employee benefits; (on) any other event or condition of any character which could reasonably be expected to have constitute or result in a Company Material Adverse Effect; or (po) any agreement or commitment by such Group Company, any Founder Holding Company or any Founder the Founders to do any of the things described in this Section 3.174.18.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any each Group Company, except for the activities stipulated in Restructure Memorandum there has not been: (a) any change in to the assetsbest knowledge of the Warrantors, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company the company (as presently conducted and as presently proposed to be conducted); (db) any waiver by such Group Company or any Founder the company of a valuable right or of a material debtdebt owed to it; (ec) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Companythe company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Companythe company; (fd) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (ge) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or directordirector not approved by the directors; (f) any resignation or termination of any key officers; (g) any declaration or payment of any dividend or other distribution of the assets; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Companythe company other than in the ordinary and usual course of the Business; (i) any resignation or termination of any key officer or employee of such Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any Founder, with respect to any of such Group Company’s properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founderthe company, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by the Investors in writing; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group Company; (m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practices; (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than except those for immaterial amounts and for current liabilities incurred in the ordinary course of business of such Group Company;business; or (oj) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or (p) any agreement would materially and adversely affect the assets, properties, financial condition, operating results or commitment by such Group Company or any Founder to do any business of the things described in this Section 3.17company.

Activities Since Balance Sheet Date. Since Except as set forth in Section 3.16 of the Disclosure Schedule, since the Balance Sheet Date, with respect to any Group Company, there has not been: (a) any material change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have do not beenhave, in the aggregate, materially adverseMaterial Adverse Effects; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company having Material Adverse Effects (as presently conducted and as presently proposed to be conducted); (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group Company; (i) any resignation or termination of any key officer or employee of such Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any FounderCompany, with respect to any of such Group Company’s its material properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by 100,000 or in excess of US$100,000 in the Investors in writingaggregate; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group CompanyCompany other than the repurchase of share capital from employees, officers, directors or consultants pursuant to agreements approved by the Board of Directors of such Group Company under which such Group Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as termination of employment or consulting relationship; (m) any failure to conduct business in the ordinary course, course and consistent with such Group Company’s past practices; (n) any material transactions with any Founder or any director, officer or employee of its officers, directors or employeessuch Group Company, or any members of their immediate families, or any entity controlled by any of such individuals other than in the ordinary course of business of such Group Companyindividuals; (o) any other event or condition of any character which could reasonably be expected to would have a Material Adverse Effect; or (p) any agreement or commitment by such Group Company or any Founder to do any of the things described in this Section 3.17above.

Activities Since Balance Sheet Date. Since the Balance Sheet Date, with respect to any Group Company, there has not been: (a) any material change in the assets, liabilities, financial condition or operating results of such Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any material change in the contingent obligations of such Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of such Group Company (as presently conducted and as presently proposed to be conducted); (d) any waiver by such Group Company or any Founder of a valuable right or of a material debt; (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by such Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a material contract or arrangement by which such Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (g) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or directordirector not approved by such Group Company’s Board of Directors or comparable governing body; (h) any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of such Group CompanyCompany (other than in the ordinary course of business); (i) any resignation or termination of any key officer or employee of such Group Company, including any Founder; (j) any mortgage, pledge, transfer of a security interest in, or lien created by such Group Company or any FounderCompany, with respect to any of such Group Company’s its material properties or assets, except liens for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such Group Company or any Founder, individually or in the aggregate, in excess of US$10,000, unless otherwise approved by 25,000 or in excess of US$50,000 in the Investors in writingaggregate; (l) any declaration, setting aside or payment or other distribution in respect of any of such Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by such Group CompanyCompany other than the repurchase of share capital from employees, officers, directors or consultants pursuant to agreements approved by the Board of Directors of such Group Company under which such Group Company has the option to repurchase such shares at cost upon the occurrence of certain events, such as termination of employment or consulting relationship; (m) any failure to conduct business in the ordinary course, consistent with such Group Company’s past practicespractices that would cause material and adverse impact on the Group Companies; (n) any material transactions with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals other than in individuals, which adversely affect the ordinary course interests of business of such the Group CompanyCompanies; (o) any other event or condition of any character which could reasonably be expected to have a Material Adverse Effectwould materially and adversely affect the assets, properties, financial condition, operating results or business of such Group Company; or (p) any agreement or commitment by such Group Company or any Founder to do any of the things described in this Section 3.17Section.