Certain Changes or Events. As to TARGET between Effective Date and the Closing: 4.5.1 there will have been no change in the Condition of TARGET, except for changes which have not been, in the aggregate, materially adverse to TARGET; 4.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of TARGET; 4.5.3 TARGET will not authorize or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, nor will TARGET have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock; 4.5.4 TARGET will have not entered into any material Contract, other than in the ordinary course of business (in this Agreement, ordinary course of business means ordinary course and consistent with past practice); 4.5.5 TARGET will have not incurred any indebtedness for borrowed money or made any loans or advances to any Person, other than as disclosed on the TARGET Financial Statements; 4.5.6 there will have been no waiver by TARGET of a material right or of a material debt owed to TARGET; 4.5.7 TARGET will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of TARGET; and 4.5.8 there will not have been any material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of TARGET. 4.5.9 the Parties acknowledge that TARGET is in the process of moving its production facility from California to the Salt Lake City Area to reduce costs and at the time of the execution of the Agreement production has ceased while the TARGET is executing minimal sales from inventory.
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Samples: Exchange of Shares Agreement (12 Retech Corp), Exchange of Shares Agreement (12 Retech Corp)
Certain Changes or Events. As to TARGET between Effective Date and the Closing:
4.5.1 there There will have been no change in the Condition of TARGET, except for changes which have not been, in the aggregate, materially adverse to TARGET;
4.5.2 there There will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of TARGET;
4.5.3 TARGET will not authorize or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, nor will TARGET have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock;
4.5.4 TARGET will have not entered into any material Contract, other than in the ordinary course of business (in this Agreement, ordinary course of business means ordinary course and consistent with past practice);
4.5.5 TARGET will have not incurred any indebtedness for borrowed money or made any loans or advances to any Person, other than as disclosed on the TARGET Financial Statements;
4.5.6 there will have been no waiver by TARGET of a material right or of a material debt owed to TARGET;
4.5.7 TARGET will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of TARGET; and
4.5.8 there will not have been any material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate AFFILIATE of TARGET.
4.5.9 the Parties acknowledge that TARGET is in the process of moving its production facility from California to the Salt Lake City Area to reduce costs and at the time of the execution of the Agreement production has ceased while the TARGET is executing minimal sales from inventory.
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Certain Changes or Events. As to TARGET between Effective Date and the Closing:
4.5.1 there There will have been no change in the Condition of TARGET, except for changes which have not been, in the aggregate, materially adverse to TARGET;
4.5.2 there There will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of TARGET;
4.5.3 TARGET will not authorize or made make any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, nor will TARGET have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock;
4.5.4 TARGET will have not entered into any material Contract, other than in the ordinary course of business (in this Agreement, ordinary course of business means ordinary course and consistent with past practice);
4.5.5 TARGET will have not incurred any indebtedness for borrowed money or made any loans or advances to any Person, other than as disclosed on the TARGET Financial Statements;Statements and TARGET Balance Sheet; re: RED WIRE GROUP, LLC Between: 12 ReTech, & the Members of RED WIRE GROUP, LLC January 12, 2019
4.5.6 there There will have been no waiver by TARGET of a material right or of a material debt owed to TARGET;
4.5.7 TARGET will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of TARGET; and
4.5.8 there There will not have been any material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of TARGET.
4.5.9 the Parties acknowledge that TARGET is in the process of moving its production facility from California to the Salt Lake City Area to reduce costs and at the time of the execution of the Agreement production has ceased while the TARGET is executing minimal sales from inventory.
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Certain Changes or Events. As to TARGET between Effective Date and the Closing:
4.5.1 there 4.6.1 There will have been no change in the Condition of TARGET, except for changes which have not been, in the aggregate, materially adverse to TARGET;
4.5.2 there 4.6.2 There will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of TARGET;; Page | 10 of 31Bluwire - ReTech Exchange Agreement
4.5.3 4.6.3 TARGET will not authorize or made make any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, nor will TARGET have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock;
4.5.4 4.6.4 TARGET will have not entered into any material Contract, other than in the ordinary course of business (in this Agreement, ordinary course of business means ordinary course and consistent with past practice);
4.5.5 4.6.5 TARGET will have not incurred any indebtedness for borrowed money or made any loans or advances to any Person, other than as disclosed on the TARGET Financial Statements;Statements and TARGET Balance Sheet or as may be agreed with BUYER and disclosed on Schedules D & I
4.5.6 there 4.6.6 There will have been no waiver by TARGET of a material right or of a material debt owed to TARGET;
4.5.7 4.6.7 TARGET will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of TARGET; and
4.5.8 there 4.6.8 There will not have been any material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of TARGET.
4.5.9 the Parties acknowledge that TARGET is in the process of moving its production facility from California to the Salt Lake City Area to reduce costs and at the time of the execution of the Agreement production has ceased while the TARGET is executing minimal sales from inventory.
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