Certain Material Changes. Except as specifically required, permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or
(d) any disposition by GBB or any of the GBB Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.
Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement, since September 30, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
4.17.1. Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner of conducting business, of BAB or BABANK or any other event or development that has had or may reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of BAB on a consolidated basis;
4.17.2. Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations or prospects of BAB on a consolidated basis or that may involve a loss of more than $25,000 in excess of applicable insurance coverage;
4.17.3. Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations or prospects of BAB on a consolidated basis;
4.17.4. Any disposition by BAB or BABANK of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, business, financial condition, results of operations or prospects of BAB on a consolidated basis; or
4.17.5. Any direct or indirect redemption, purchase or other acquisition by BAB or BABANK of any equity securities or stock appreciation rights or any declaration, setting aside or payment of any dividend (except, in the case of the declaration, setting aside or payment of a cash dividend, as disclosed in the Financial Statements of BAB) or other distribution on or in respect of BAB Stock or stock appreciation rights whether consisting of money, other personal property, real property or other things of value.
Certain Material Changes. Since August 31, 2007, and prior to the date hereof, Company and Company Sub have conducted their businesses in the ordinary course consistent with past practice, except for the negotiation of and entry into this Agreement and except for the Restructuring and the Spin Off. Except as set forth on Section 4.17 of the Company Disclosure Letter, since August 31, 2007 there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in methods of accounting or accounting practices, business, or manner of conducting business, of Company or Company Sub or any other event or development that has had or would have, individually or in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) to any property of Company or its Subsidiaries that has had or would have a Material Adverse Effect;
(c) any amendment, modification or termination of any existing, or entry into any new Contract or permit that has had or would have a Material Adverse Effect;
(d) any disposition by Company or Company Sub of an asset the lack of which has had or would have a Material Adverse Effect; or
(e) any direct or indirect redemption, purchase or other acquisition by Company of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for the declaration by the Board of Directors of Company of a semi-annual cash dividend, payable on December 19, 2007 to Company stockholders of record as of December 5, 2007 and the subsequent payment of such dividends).
Certain Material Changes. Except as specifically required, permitted or effected by this Agreement, or as disclosed in the Company SEC Documents, since March 31, 2005, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, results of operations, permits, methods of accounting or accounting practices, business, or manner of conducting business, of Company or the Company Subsidiaries or any other event or development that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had, or would reasonably be expected to have, a Material Adverse Effect;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had, or would reasonably be expected to have, a Material Adverse Effect;
(d) any disposition by Company or the Company Subsidiaries of an asset the lack of which has had, or would reasonably be expected to have, a Material Adverse Effect; or
(e) any direct or indirect redemption, purchase or other acquisition by Company or the Company Subsidiaries of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for dividends permitted by Section 6.1(b), regular quarterly cash dividends and acquisitions of Company Stock pursuant to cashless exercise provisions of any Company Stock Options or pursuant to the surrender of shares to Company or the withholding of shares by Company to cover tax withholding obligations under Company Stock Plans).
Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in the GBB Filings, since March 31, 2001, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or its Subsidiaries or any other event or development that has had or may reasonably be expected to have a Material Adverse Effect on GBB;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a Material Adverse Effect on GBB;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a Material Adverse Effect on GBB; or
(d) any disposition by GBB or any of its Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a Material Adverse Effect on GBB.
Certain Material Changes. Except as disclosed in the Company SEC Documents filed prior to the date hereof, since October 31, 2007, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business and there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in methods of accounting or accounting practices, business, or manner of conducting business, of Company or any of its Subsidiaries or any other event or development that has had, individually or in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had a Material Adverse Effect;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit, that has had a Material Adverse Effect;
(d) any disposition by Company or any of its Subsidiaries of an asset the lack of which has had a Material Adverse Effect; or
(e) any direct or indirect redemption, purchase or other acquisition by Company or any of its Subsidiaries of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for dividends permitted by Section 6.1(b)).
Certain Material Changes. Except as specifically required, permitted or effected by this Agreement, or as disclosed in the Company SEC Documents, since December 31, 2003, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner of conducting business, of Company or the Company Subsidiaries or any other event or development that has had, individually or in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had Material Adverse Effect;
(c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had a Material Adverse Effect;
(d) any disposition by Company or the Company Subsidiaries of an asset the lack of which has had a Material Adverse Effect; or
(e) any direct or indirect redemption, purchase or other acquisition by Company or the Company Subsidiaries of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for dividends permitted by Section 6.1(b)).
Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement, since December 31, 1997, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
(a) Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business or manner of conducting business, of PRB or Golden or any other event or development that has had or may reasonably be expected to have a Material Adverse Effect;
(b) Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a Material Adverse Effect or that may involve a loss of more than $25,000 in excess of applicable insurance coverage;
(c) Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a Material Adverse Effect;
(d) Any disposition by PRB or Golden of an asset the lack of which has had or may reasonably be expected to have a Material Adverse Effect; or
(e) Any direct or indirect redemption, purchase or other acquisition by PRB or Golden of any equity securities or any declaration, setting aside or payment of any dividend (except, in the case of the declaration, setting aside or payment of a cash dividend, as disclosed in the Financial Statements of PRB) or other distribution on or in respect of PRB Stock whether consisting of money, other personal property, real property or other things of value.
Certain Material Changes. Except as specifically required, permitted or effected by this Agreement or -------------------------- as disclosed in any CVB Filings, since December 31, 2002, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated):
5.7.1 Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of CVB or its subsidiaries or any other event or development that has had or may reasonably be expected to have individually or in the aggregate, a material adverse effect on the business, financial condition, results of operations or prospects of CVB on a consolidated basis;
5.7.2 Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the business, financial condition, results of operations or prospects of CVB on a consolidated basis;
5.7.3 Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the business, financial condition, results of operations or prospects of CVB on a consolidated basis; or
5.7.4 Any disposition by CVB or CBB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the business, financial condition, results of operations or prospects of CVB on a consolidated basis.
Certain Material Changes. (a) Notwithstanding any other provision of this Agreement to the contrary (except for Sections 5.08(c) and 6.01(a)), the Stockholders shall not approve and the Company shall not implement, without the express written consent of CCFL, which consent shall not be unreasonably withheld:
(i) any amendment or repeal of any provision of the certificate of incorporation or by-laws of the Company if such amendment or repeal would materially and adversely affect CCFL's rights as a Stockholder;
(ii) any non-arm's length contract between the Company and any Stockholder or any affiliate thereof except any such contract (A) entered into in the ordinary course of the Company's business so long as any consideration payable thereunder is substantially the same as would be payable in an arm's length transaction under similar circumstances, and (B) between the Company and GCP II or any affiliate thereof (including GCLLC) so long as the aggregate amount of any management fees payable thereunder does not exceed the amount permitted under the Subordinated Credit Agreement;
(iii) any material change in the nature of the Business (as defined in the Subordinated Credit Agreement) of the Company; and
(iv) any payment of bonuses or other special compensation (excluding base salary) to senior management employees of Panolam U.S. or Panolam Canada in excess of the amounts provided for such payments in the Annual Plan (as defined in the Subordinated Credit Agreement) for the relevant fiscal period. The provisions of this Section 5.08(a) shall immediately terminate and shall be of no further force and effect on the earlier of (A) the date on which CCFL shall first cease to own any Shares, (B) the Maturity Date (as defined in the Subordinated Credit Agreement) and (C) the date on which the Company shall have completed an underwritten Public Offering of Common Stock and shall be a Public Company.
(b) Notwithstanding any other provision of this Agreement to the contrary (except for Section 6.01(a)), the Stockholders shall not approve and the Company shall not implement, without the express written consent of Domtar U.S., which consent may be withheld in Domtar U.S.'s sole discretion, any amendment or repeal of any provision of the certificate of incorporation or by- laws of the Company or of Panolam International if such amendment or repeal would expand the scope of the business which might be carried on by either the Company or Panolam International. The provisions of this Section 5.08(b)...
