Common use of Changes, Dividends, etc Clause in Contracts

Changes, Dividends, etc. Since the Balance Sheet Date, Xxxxxxxxxx has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxx; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxx; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement, since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since June 30, 2000 and except as set forth in the Company's reports filed under federal securities laws, the Company has not: (ai) incurred any material debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any material obligation or liability other than, or discharged or satisfied any material liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its material assets, tangible or intangible, except in the ordinary course of businessbusiness pursuant to borrowing arrangements with financial institutions; (ev) sold, transferred or leased any of its material assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees or directors), warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1x) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any material cash bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (mxi) agreed to do any of the foregoing other than pursuant hereto. There Except as set forth in the Company's reports filed under the securities laws, there has been no material adverse change in the financial condition, operations, results of operations operations, business or business prospects of Xxxxxxxxxx the Company since the Balance Sheet DateJune 30, 2000.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, Xxxxxxxxxx has notsince March 31, 1997 neither Harmony nor any Subsidiary has: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of XxxxxxxxxxHarmony or any Subsidiary; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, securing current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders Stockholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of XxxxxxxxxxHarmony or any Subsidiary; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; : (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; thereto: (kx) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mxii) agreed to do any of the foregoing other than pursuant heretoto this Agreement. There has not been no any material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx Harmony or any Subsidiary since the Balance Sheet DateMarch 31, 1997.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this agreement, Xxxxxxxxxx since December 31, 1998, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) except for distributions made with respect to the Senior Convertible Preferred Stock (as that term is defined in Section 4.15(a) hereof), declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities (other than shares issued upon exercise of warrants or options that were outstanding as of December 31, 1998) or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreementagreement; (kx) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, other than normal compensation adjustments and bonuses and adjustments and bonuses made in the ordinary course of business consistent with industry custom and practices; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, prospects, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateDecember 31, 1998.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since March 31, 1997, the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled increased the compensation payable to any of its officers or other employees, consultants or representatives by greater than $10,000; (g) cancelled or compromised any debt or claim, or waived or released any right of material value; (gh) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hi) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreementthereto; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (ml) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateMarch 31, 1997.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by ----------------------- this Agreement, Xxxxxxxxxx since the date of the Company's most recent financial statements contained in the Company's SEC Reports, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kx) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the Company's most recent financial statements contained in the Company's SEC Reports or most recent draft delivered to the Investor.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since December 31, 1997 the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) increased the compensation payable to any of its officers or other employees, consultants or representatives by greater than $10,000; (g) canceled or compromised any debt or claim, or waived or released any right of material value; (gh) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hi) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreementthereto; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (ml) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateDecember 31, 1997.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement or transactions disclosed to the Company's Board of Directors prior to the date of this Agreement, since the Balance Sheet Date, Xxxxxxxxxx the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become duecontingent, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, securing current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ed) sold, transferred or leased any of its assets except in the ordinary course of business; (fe) canceled or compromised any debt or claim, or waived or released any right of material value; (gf) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hg) entered into any transaction other than in the ordinary course of business; (ih) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1i) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mj) agreed to do any of the foregoing other than pursuant hereto. There Except as disclosed to the Company's Board of Directors there has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date. For all purposes under this Agreement, "disclosed to the Company's Board of Directors" shall mean discussed in a duly convened Board meeting or reflected in written actions of the Board in lieu thereof.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since August 31, 1999, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kx) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateAugust 31, 1999.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this agreement, Xxxxxxxxxx since December 31, 2000, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxhave a Material Adverse Effect; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) except for distributions made to certain stockholders of the Company as specifically described in the SEC Documents (as such term is defined in Section 4.6 hereof), declared or made any payment to or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxresulting in a Material Adverse Effect; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities (other than shares issued upon exercise of warrants or options that were outstanding as of December 31, 2000) or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreementagreement; (kx) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, other than normal compensation adjustments and bonuses and adjustments and bonuses made in the ordinary course of business consistent with industry custom and practices; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, prospects, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateDecember 31, 2000.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since the date of the most recent financial statements of the Company provided to Investors, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased used or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions other than to employees, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mx) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the most recent financial statements of the Company provided to the Investors.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated ----------------------- by this Agreement, Xxxxxxxxxx since the date of the Company's most recent financial statements contained in the Company's SEC Reports, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kx) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the Company's most recent financial statements contained in the Company's SEC Reports or most recent draft delivered to the Investor.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since May 31, 1999, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kx) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateMay 31, 1999.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement, the Acquisition Agreement or as disclosed in the Form 8-K Report, since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of businessbusiness and except for the sale of the limited partnership interest in the Khan's Mongolian Barbeque restaurant operation and the real property in Roseville, Minnesota related thereto and the disposition of the Company's interest in the Fuddruckers leasehold and related restaurant equipment in Xxxxxxx Xxxxx, Xxxxxxxxx; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreementin accordance with the terms and conditions of the Company Stock Option Plan; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directorsdirectors other than the bonus payable to Xxxxxxx X. Xxxxx and the annual compensation payable to the directors of the Company as provided in Section 8.9 of this Agreement; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement or as disclosed in Section 5.1(n) of the FNS Disclosure Schedule, and except for the use of all available cash of FNS as of May 31, 1997 to repay the Intercompany Obligations since the Balance Sheet Date, Xxxxxxxxxx FNS has not: (a) incurred or guaranteed any debts, obligations or liabilities, absolute, accrued or contingent contingent, and whether due or to become due, or suffered any bad debt, or other reserve increase, except obligations incurred under contracts and current liabilities liabilities, each as incurred in the ordinary course of business, which (individually or in the aggregate) will not materially business and adversely affect the business, properties or prospects of Xxxxxxxxxxconsistent with past practice; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of businessbusiness and consistent with past practice, and except for a trade of assets of equal or greater value; (c) declared or made any payment direct or indirect payment, set aside, or distribution to its stockholders as suchshareholders, or purchased directly or indirectly purchased, acquired or redeemed any of its shares of its capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, property or assets (tangible or intangible, except in the ordinary course of businessreal, personal or mixed); (e) sold, transferred leased, transferred, or leased otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible), except in transactions in the ordinary course of businessbusiness and consistent with past practice and which in any event do not exceed $50,000 in the aggregate; (f) canceled or compromised any debt or claim, or waived or released any right of material valuevalue other than transactions in the ordinary course of business consistent with past practice; (g) accelerated payments of its receivables or delayed its payables, except in the ordinary course of business and consistent with past practice; (h) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business which has had or prospects of Xxxxxxxxxxmay have a material adverse effect; (hi) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued made aggregate capital expenditures and commitments in excess of $500,000 for additions to property or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreementequipment; (k) made any acquisition or disposition of any material assets or become involved change in any other material transaction, other than for fair value in "employee benefit plan" of the ordinary course type required to be disclosed on Section 5.1(j) of businessthe FNS Disclosure Schedule; (1l) increased the compensation payable, or to become payable, to any of its directors employees or employeesdirectors, or made any bonus payment or similar arrangement with any employees or directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, in each case other than in the ordinary course of business consistent with past practice; (m) entered into or amended any agreement or arrangement with any of the FNS Shareholders or any of their affiliates; or (mn) agreed agreed, whether in writing or otherwise, to do any of the foregoing other than pursuant hereto. There Since the Balance Sheet Date, (i) FNS has not compromised, accelerated payment of or factored its accounts receivable or delayed payment of its accounts payable, in either case except in the ordinary course of business and consistent with past practice or (ii) there has been no material adverse change in the financial condition, operations, or results of operations or business of Xxxxxxxxxx since the Balance Sheet DateFNS.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx and except as set forth on Schedule 3.i. hereto, since the date of the Financial Statements the Corporation has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Corporation; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, securing current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt owed to the Corporation, or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Corporation; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by or disclosed pursuant to this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx Material Adverse Effect since the Balance Sheet Datedate of the Financial Statements.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since April 3, 1999, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1x) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (mxi) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateApril 3, 1999.

Changes, Dividends, etc. Since Except as set forth on Schedule 2.9, since December 31, 1994, (i) neither the Balance Sheet Date, Xxxxxxxxxx Company nor any of its Subsidiaries has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxx; (b) paid any obligation management fee or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment payment, loan, advance, dividend or other distribution to its affiliates or stockholders as such, or purchased or redeemed any shares of its shares of capital stock or other securitiesstock, or obligated itself to do so; (dii) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance neither the Company nor any of its assetsSubsidiaries has sold, tangible transferred, encumbered or intangibleleased any of its assets except in the usual and ordinary course of business, or merged or consolidated with or into any other person, firm or entity; (iii) neither the Company nor any of its. Subsidiaries has issued or sold any shares of its capital stock or other securities or granted any options or other rights with respect thereto; (iv) neither the Company nor any of its Subsidiaries has incurred any material obligation or liability except in the ordinary course of business; (ev) soldthere has not been any termination, transferred discontinuation, closing or leased disposition of any material business operation of the Company or any of its assets except Subsidiaries; and (vi) there has not been any change in the ordinary course method of businessaccounting or accounting practice or policy of the Company or any of its Subsidiaries; nor, except as set forth on Schedule 2.9, has the Company or any of its Subsidiaries (fA) canceled or compromised agreed to do any debt or claimof the foregoing, other than pursuant to this Agreement, or waived or released any right of material value; (gB) suffered any physical damage, destruction or other loss (whether or not covered by insurance) materially and adversely affecting which has had or may have a Material Adverse Effect. Except as set forth on Schedule 2.9 hereto or in the propertiesFinancial Statements, business since December 31, 1994, there has been no Material Adverse Effect, nor is the Company aware of the occurrence of any event which constitutes or prospects which would, with the giving of Xxxxxxxxxx; (h) notice or the passage of time, constitute a default under any material agreement entered into any transaction other than in by the ordinary course of business; (i) encountered any labor difficulties Company or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx since the Balance Sheet DateSubsidiaries.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since the date of the Company’s most recent financial statements contained in the Company’s SEC Reports , the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kx) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the Company’s most recent financial statements contained in the Company’s SEC Reports or most recent draft delivered to the Lead Investor.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement, since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by ------------------------- this Agreement, Xxxxxxxxxx since the date of the Company's most recent financial statements contained in the Company's SEC Reports, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreementagreement; (kx) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the Company's most recent financial statements contained in the Company's SEC Reports or most resent draft delivered to the Lead Investor.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Amendment Number 1, Xxxxxxxxxx since December 31, 1995 the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securitiessecurities (other than in connection with the exercise of stock options in accordance with the terms thereof), or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material valuevalue except in the ordinary course of business; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of businessbusiness (except that the Company has executed a letter of intent to conduct a joint test marketing plan in Japan and the Company is negotiating the terms of a consulting agreement with Xxxxx X. Xxxxxx); (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this AgreementAmendment Number 1, except for the grant of an aggregate of 206,000 options to purchase shares of Common Stock at a price of $5.25 per share; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, except in the ordinary course of business; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since July 3, 1999, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1x) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (mxi) agreed to do any of the foregoing other than pursuant hereto. There Except as otherwise disclosed in the Offering Materials, there has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateJuly 3, 1999.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since December 31, 1999 and except as set forth in Exhibit B or the Company's reports filed under federal securities laws, the Company has not: (ai) incurred any material debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any material obligation or liability other than, or discharged or satisfied any material liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its material assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its material assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees or directors), warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1x) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any material cash bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (mxi) agreed to do any of the foregoing other than pursuant hereto. There Except as set forth in Exhibit B, there has been no material adverse change in the financial condition, operations, results of operations operations, business or business prospects of Xxxxxxxxxx the Company since the Balance Sheet DateDecember 31, 1999.

Changes, Dividends, etc. Since Except as set forth on SCHEDULE 6.5 and except for the Balance Sheet Datetransactions contemplated by this Agreement and the Merger Agreement, Xxxxxxxxxx has notsince January 31, 1997, neither NRC or the Company has: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of XxxxxxxxxxNRC or the Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of XxxxxxxxxxNRC or the Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement or the Merger Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its officers, directors or employees, or made any bonus payment or similar arrangement with any officers, directors or employees or increased the scope or nature of any fringe benefits provided for its employees officers, directors or directorsemployees; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx NRC or the Company since the Balance Sheet DateJanuary 31, 1997.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this agreement, Xxxxxxxxxx since March 31, 1998, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities (other than shares issued to Chronimed, Inc. pursuant to the Termination Agreement dated June 27, 1997 between the Company and Chronimed, Inc. and shares issued upon exercise of warrants or options that were outstanding as of March 31, 1998) or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreementagreement; (kx) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, other than normal compensation adjustments and bonuses; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, prospects, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateMarch 31, 1998.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions ------------------------ contemplated by this Agreement, Xxxxxxxxxx since the date of the most recent financial statements of the Company provided to Investors, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased used or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) except as set forth on Schedule 3(n), issued or sold any shares of capital stock or other securities or granted any optionsoptions other than to employees, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mx) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the most recent financial statements of the Company provided to the Investors.

Changes, Dividends, etc. Since the Balance Sheet Latest Financial Date, Xxxxxxxxxx the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreementagreement; (kx) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since September 30, 2000, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1x) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (mxi) agreed to do any of the foregoing other than pursuant hereto. There Except as otherwise disclosed in the Offering Materials, there has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet DateSeptember 30, 2000.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement, since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement and otherwise set forth on the DISCLOSURE SCHEDULE, since March 31, 1999 (the "Balance Sheet Date, Xxxxxxxxxx ") the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, than current liabilities for trade or business obligations or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by this Agreementthereto; (kx) made any acquisition or disposition of any material assets or become involved in any other material transaction, assets; other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors directors, officers or employees, or made any bonus payment or similar arrangement with any directors of its directors, officers or employees or increased the scope or nature of any fringe benefits provided for its employees directors, officers or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx since the Balance Sheet Date.financial

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement (including the Amended and Restated Employment Agreement with Xxxxxx Xxxxxx contemplated by Section 7A.11), since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: : (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by ----------------------- this Agreement, Xxxxxxxxxx since the date of the Company's most recent financial statements contained in the Company's SEC Reports , the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreementagreement; (kx) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the Company's most recent financial statements contained in the Company's SEC Reports.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since the date of the most recent financial statements of the Company provided to Investors, the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased used or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) except as set forth on Schedule 3(n), issued or sold any shares of capital stock or other securities or granted any optionsoptions other than to employees, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mx) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Datedate of the most recent financial statements of the Company provided to the Investors.