Business Changes. Change in any material respect the nature of the business of the Borrower or its Subsidiaries as conducted on the Effective Date.
Business Changes. As of the date of execution, since December 31, ---------------- 1999, except as otherwise contemplated by this Agreement or as disclosed in Exhibit B Disclosure Schedule, the Company has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing:
(a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations, obligations or liabilities of the Company which, in the aggregate, have had or may be reasonably expected to have a materially adverse effect on the condition, business, net worth, assets, prospects, properties or operations of the Company.
(b) The Company has not issued, or authorized for issuance, or entered into any commitment to issue, any equity security, bond, note, or other security of the Company.
(c) The Company has not incurred debt for borrowed money, nor incurred any obligation or liability except in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence.
(d) The Company has not paid any obligation or liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for current liabilities in the ordinary and usual course of business and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single occurrence.
(e) The Company has not declared or made any dividend, payment, or other distribution on or with respect to any share of capital stock of the Company.
(f) The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any share or shares of capital stock of the Company.
(g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties.
(h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except, in the case of such other assets and property, in the ordinary and usual course of business, and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any event not in excess of Fifty Thousand Dollars ($50,000) for any single item or One Hundred Thousand Dollars ($100,000) in the aggregate other than inventory sold or returned in the normal course of business.
(i) The Company has not purchased or agreed to purchase or otherwise acquire any securities of any corp...
Business Changes. Since the Latest Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement, there has not been:
(a) any material adverse change in the condition of the Citadel Entities, taken as a whole (financial or other) or the business, assets, properties or results of operations of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”);
(b) any revaluation by a Seller of any of the Assets, including the writing down or off of notes or accounts receivable, other than in the Ordinary Course of Business;
(c) any entry by a Citadel Entity into any material commitment or transaction, including incurring or agreeing to incur capital expenditures in excess of, or any entry into any lease obligations with aggregate payments in excess of, $20,000, individually or $60,000 in the aggregate;
(d) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and to the extent any such events would, individually or in the aggregate, constitute a Material Event;
(e) any changes by a Citadel Entity in its accounting methods, principles or practices;
(f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Business;
(g) as of the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Seller;
(h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in the aggregate, constitute a Material Event;
(i) any sale, assignment, lease or transfer (other than within any Citadel Entity’s organization or between Citadel Enti...
Business Changes. Since the NaviCyte Balance Sheet Date (except as otherwise expressly noted below with respect to a different "base date"), except as otherwise contemplated by this Agreement or any other agreement between Trega and NaviCyte or as otherwise set forth on SCHEDULE 2.7 attached hereto, NaviCyte has conducted its business only in the ordinary and usual course and, without limiting the generality of the foregoing:
(a) There have been no changes in the condition (financial or otherwise), business, net worth, assets, properties, employees, operations or Liabilities of NaviCyte (with a "base date" for measuring Liabilities, for purposes of this clause (a), of September 30, 1998) which, in the aggregate, have had or may be reasonably expected to have a material adverse effect on the condition, business, net worth, assets, properties or operations of NaviCyte.
(b) NaviCyte has not issued, nor authorized for issuance, nor entered into any commitment to issue, any equity security, bond, note or other security of NaviCyte, except for shares of NaviCyte Common Stock issuable upon the exercise of the outstanding NaviCyte Options as referenced on SCHEDULE 2.2 attached hereto.
(c) NaviCyte has not incurred additional debt for borrowed money, nor incurred any Liability (with a "base date" for measuring Liabilities, for purposes of this clause (c), of September 30, 1998).
(d) NaviCyte has not paid any Liability, nor discharged, settled or satisfied any claim, lien or encumbrance, except for current Liabilities in the ordinary and usual course of business and in any event not in excess of $10,000.00 for any single occurrence or $50,000.00 in the aggregate.
(e) NaviCyte has not authorized, declared or made any dividend, payment or other distribution on or with respect to any capital stock of NaviCyte.
(f) NaviCyte has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any capital stock of NaviCyte.
(g) NaviCyte has not mortgaged, pledged, or otherwise, voluntarily or involuntarily, encumbered or granted a lien or security interest in any of its assets or properties, except for liens for current taxes which are not yet delinquent.
(h) NaviCyte has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible (except for the sale of inventory in the ordinary course of business or for assets or properties which are immaterial, either alone or in the aggregate).
(i) Na...
Business Changes. If there is a material change in the Business ownership, structure or control which occurs without the prior written disclosure to and if required, written permission of the Department.
Business Changes. Since March 31, 2011 (or such other date specifically set out in this Section 3.9) to the date of this Agreement and continuing through the Effective Time, except as otherwise contemplated by this Agreement, the Company and each of the Company Subsidiaries has conducted its business only in the Ordinary Course of Business, and without limiting the generality of the foregoing:
(a) Neither the Company nor any of the Company Subsidiaries has sustained any damage, destruction, or loss by reason of fire, explosion, earthquake, labor trouble (including but not limited to any claim of unfair dismissal, constructive dismissal, wrongful dismissal, or other unlawful labor practice), requisition or taking of property by any government or agent thereof, windstorm, embargo, riot, act of God or public enemy, flood, accident, revocation of license or right to do business, total or partial termination, suspension, default or modification of Contracts, governmental restriction or Legal Requirement, other calamity, or other similar or dissimilar event (whether or not covered by insurance) that would reasonably be expected to have a Material Adverse Effect on the Company or any Company Subsidiary, as the case may require.
(b) There have been no changes in the financial condition, business, net worth, assets, properties, operations, obligations or Liabilities of the Company or any of the Company Subsidiaries which, individually or in the aggregate, have resulted or could be expected (whether before or after the Effective Time) to result in a Material Adverse Effect on the Company or any of the Company Subsidiaries.
(c) Neither the Company nor any of the Company Subsidiaries has issued, or authorized for issuance, any equity security, bond, note or other security. Neither the Company nor any of the Company Subsidiaries has granted or entered into any commitment or obligation to issue or sell any such equity security, bond, note or other security of the Company or any of the Company Subsidiaries, whether pursuant to offers, stock option agreements, stock bonus agreements, stock purchase plans, incentive compensation plans, warrants, calls, conversion rights, or otherwise.
(d) None of the Company or any of the Company Subsidiaries has paid any Liability or discharged or satisfied any Lien, or settled any Liability, claim, dispute, proceeding, suit, or appeal, pending or threatened against it or any of its assets or properties, except for current Liabilities included in the Inter...
Business Changes. 15 3.8 Properties........................................................ 17 3.9
Business Changes. Change the business or business purpose of the Borrower or of any Subsidiary, including making an acquisition or Investment that would have such effect, that could reasonably be expected to (i) result in a material change to the business activities or industry sector of the Borrower and its Subsidiaries or (ii) individually or in the aggregate, have a Material Adverse Effect.
Business Changes. Since September 30, 2002, except as otherwise explicitly required by this Agreement or as set forth on Section 3.26 of the Seller Disclosure Schedule, Seller has conducted its operation of the Business only in the ordinary and usual course and consistent with past practices and, without limiting the generality of the foregoing:
(a) There have been no events or conditions of any character which, in the aggregate, have had or may be reasonably expected to have a Material Adverse Effect on Seller.
(b) Seller has not mortgaged, pledged, or otherwise encumbered any of the Acquired Assets except as required by the Loan Facility.
(c) Seller has not sold, assigned, licensed, leased, transferred or conveyed, or committed itself to sell, assign, license, lease, transfer or convey, any of the Acquired Assets except in the ordinary course of the Business consistent with past practices.
(d) There has been no destruction of, damage to or loss of any of the Acquired Assets.
(e) There has been no notice received by Seller of any claim or potential claim of ownership by any Person other than Seller of the Transferred Technology or the Transferred Intellectual Property Rights, or of infringement by the Seller or the Business of any other Person’s Intellectual Property Rights.
(f) There has been no dispute, proceeding, litigation, arbitration or mediation pending or, to Seller’s Knowledge, threatened against Seller related to the Business or the Acquired Assets.
(g) There has been no agreement by Seller or any employees, agents or affiliates of Seller to do any of the things described in the preceding clauses (a) through (f) (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement).
