Common use of Changes, Dividends, etc Clause in Contracts

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement, since June 8, 1999 the Company has not: (i) 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 the Company; (ii) 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; (iii) declared or made any payment to or distribution to its shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) 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; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of the Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants, or other purchase rights with respect thereto; (x) made any acquisition or disposition of any material assets; other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors, officers or employees, or made any bonus payment or similar arrangement with any of its directors, officers or employees or increased the scope or nature of any fringe benefits provided for its directors, officers or employees; or (xii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results or operations or business of the company since June 8, 1999.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement, since June 8, 1999 the Balance Sheet Date neither the Company has notnor any Subsidiary has: (ia) 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 the Companyhave a Material Adverse Effect; (iib) 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; (iiic) declared or made any payment to or distribution to its shareholders as such, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (ivd) 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; (ve) sold, transferred or leased any of its assets except in the ordinary course of business; (vif) 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 the Companywhich will have a Material Adverse Effect; (viih) entered into any transaction other than in the ordinary course of business; (viiii) encountered any labor difficulties or labor union organizing activities; (ixj) issued or sold any shares of capital stock or other securities or granted any options, warrants, warrants or other purchase rights with respect theretothereto other than as contemplated by this Agreement; (xk) made any acquisition or disposition of any material assets; assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xil) increased the compensation payable, or to become payable, to any of its directors, officers directors or employees, or made any bonus payment or similar arrangement with any of its directors, officers directors or employees or increased the scope or nature of any fringe benefits provided for its directors, officers employees or employeesdirectors other than increases in compensation or benefits to employees in the ordinary course of business; or (xiim) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results or of operations or business of the company Company and the Subsidiaries taken as a whole since June 8, 1999the Balance Sheet Date.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement, since June 8December 31, 1999 1999, the Company has not: (i) 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 the Company; (ii) 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; (iii) declared or made any payment to or distribution to its shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) 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; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of the Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities; (ixviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants, or other purchase rights with respect theretothereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets; assets or became involved in any other material transaction, other than for fair value in the ordinary course of business; (xix) materially increased the compensation payable, or to become payable, to any of its directors, officers directors or employees, or made any bonus payment or similar arrangement with any of its directors, officers directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors, officers or employees; or (xiixi) 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 or of operations or business of the company Company since June 8December 31, 1999.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement, since June 8, 1999 the Company Balance Sheet Date InfoAccess has not: (i) incurred any debts, obligations obligations, or liabilities, absolute, accrued accrued, or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in connection with the aggregate) will not materially and adversely affect the business, properties or prospects of the Companytransactions contemplated hereby; (ii) 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; (iii) declared or made any payment to or distribution to its shareholders as suchshareholders, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (iv) mortgaged, pledged pledged, or subjected to lien, charge, security interest interest, or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) cancelled or compromised any material debt or claim, or waived or released any material right; (vii) suffered any material physical damage, destruction destruction, or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of the Company); (viiviii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties business or labor union organizing activitiesin connection with the transactions contemplated hereby; (ix) issued or sold any shares of capital stock or other securities securities, except in connection with the exercise of options or warrants outstanding as of the Balance Sheet Date, or granted any options, warrants, or other purchase rights with respect thereto; (x) made any acquisition or disposition of any material assets; assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its employees or directors, officers or employees, or made any bonus payment or similar arrangement with any of its directors, officers employees or employees directors or increased the scope or nature of any fringe benefits provided for its employees or directors, officers ; (xii) entered into any foreign exchange contracts or employeesany other hedging arrangements; or (xiixiii) agreed to do any of the foregoing other than pursuant heretoto this Agreement except as disclosed on Schedule 5.1(o). There Since the Balance Sheet Date, the business of InfoAccess has been carried on only in the ordinary and usual course, and there has been no material adverse change in the financial condition, operations, results or operations of operations, management or business of the company since June 8, 1999InfoAccess.

Changes, Dividends, etc. Except for Since the transactions contemplated by this Agreementdate of the Issuer’s most recent financial statements, since June 8except as described in Schedule 3.1(n) or in the SEC Filings, 1999 the Company Issuer has not: (i) 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 the CompanyIssuer; (ii) 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; (iii) declared or made any payment to or distribution to its shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) 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; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of the CompanyIssuer; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants, or other purchase rights with respect theretothereto other than pursuant to this agreement; (x) made any acquisition or disposition of any material assets; assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors, officers directors or employees, or made any bonus payment or similar arrangement with any of its directors, officers directors or employees or increased the scope or nature of any fringe benefits provided for its directors, officers directors or employees; or (xii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results or operations or business of the company since June 8, 1999.