Changes or Events. Since Process's last balance sheet as disclosed in its SEC Filings:
4.14.01. There has been no event or condition affecting Process which would have a Material Adverse Effect on Process.
4.14.02. Process has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of Process Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of Process, except preferred stock.
4.14.03. Process has not had any changes in its condition (financial or otherwise), liabilities, assets, or business or in any of its business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
4.14.04. Process has not experienced any destruction of, damage to, or loss of any asset (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
4.14.05. Process has not made any changes in accounting methods or practices (including, without limitation, any change depreciation or amortization policies or rates), except for any such changes as were required by law.
4.14.06. Other than in the ordinary course of business, Process has not increased the salary or other compensation payable or to become payable by Process to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by Process of a bonus or other additional salary or compensation to any such person.
4.14.07. Process has not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the ordinary course of business;
4.14.08. No party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $5,000 to which Process is a party;
4.14.09. Process has not made any loans to any person or entity, or guaranteed any loan;
4.14.10. To the Knowledge of Process and Process Shareholders, Process has not suffered any loss or any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by Process which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect;
4.14.11...
Changes or Events. Except as set forth in Schedule 3.16, since the Company's Last Balance Sheet Date, none of the following has occurred:
3.16.01. Any material transaction by the Company not in the ordinary course of business involving amounts in excess of $5,000; 3
Changes or Events. Except as set forth in Schedule 3.16, since the Company's Last Balance Sheet Date, none of the following has occurred:
3.16.01. Any material transaction by the Company not in the ordinary course of business involving amounts in excess of $20,000;
3.16.02. Any material capital expenditure by the Company involving amounts in excess of $20,000;
3.16.03. Other than in the ordinary course of business, any changes in the condition (financial or otherwise), liabilities, assets, or business or in any business relationships of the Company, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect;
3.16.04. The destruction of, damage to, or loss of any asset of the Company (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect;
3.16.05. Any labor disputes that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect;
3.16.06. Except as listed on Schedule 3.16, there have been no changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by the Company, except for any such changes as were required by law;
3.16.07. Other than in the ordinary course of business or if it has no Material Adverse Effect, any increase in the salary or other compensation payable or to become payable by the Company to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by the Company of a bonus or other additional salary or compensation to any such person;
3.16.08. The material amendment or termination of any material contract, agreement, or license to which the Company is a party, except in the ordinary course of business;
3.16.09. Any loan by the Company to any person or entity, or the guaranteeing by the Company of any loan other than loans made in the ordinary course of business;
3.16.10. Any mortgage, pledge, or other encumbrance of any asset of the Company except in the ordinary course of business;
3.16.11. The waiver or release of any right or claim of the Company, except in the ordinary course of business;
3.16.12. Any other events or conditions of any character within the Knowledge of the Company and the Stockholder that, when considered individually or in the aggregate, have or might ...
Changes or Events. Except as set forth on Schedule 6.11 and except for the transfer of the Premises contemplated by Section 8.8, since January 1, 2005, the Company has conducted its business in the ordinary course and none of the following has occurred with respect to the Company:
(a) Any amendments to the Company’s Formation Documents;
(b) Any disposition of, or agreement to dispose of, or placement of an Encumbrance upon, any of the Company’s assets, other than dispositions of inventory and obsolete equipment in the regular, normal and ordinary course of business, consistent with past custom or practice;
(c) Any acquisition, by merger, consolidation, purchase of stock or assets or otherwise, of any corporation, partnership, association or other business organization or of all or substantially all of its assets, or any sale or agreement to sell the Company, by merger, consolidation, sale of stock or sale of all or substantially all of the Company’s assets;
(d) Any (i) issuance or sale (or agreement to issue or sell) any of the Company’s capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares, (ii) declaration, setting aside or payment of any distributions, dividends or similar payments (other than cash dividends) in respect of the Stock or any other capital stock (or similar equity interest) of the Company; or (iii) redemption, purchase or other acquisition of the Stock or any other capital stock (or similar equity interest) of the Company;
(e) Any incurrence of any Indebtedness or making of loans or advances by the Company to any Person other than advances to employees in the ordinary course of business consistent with past practice;
(f) Any increase in the compensation or other payment to any director, officer or employee, whether now or hereafter payable or granted (other than increases in base compensation in the ordinary course consistent in timing and amount with past practices), or entry into or variation of the terms of any employment or incentive agreement with any such person;
(g) Any commencement, entering into, or altering of any Scheduled Contract, or any Employee Plan, stock option, stock purchase, or incentive plan for employees of the Company;
(h) Any capital expenditure or commitment to any capital expenditure in excess of $100,000;
(i) Any termination of employees of the Company, except in the ordinary course of business;
(j) Any change in the Company’s accounting...
Changes or Events. Except as set forth on Schedule 2.21, during the period extending from June 30, 2007 to the date of this Agreement, none of the following has occurred:
(a) Any change in the financial condition, assets, liabilities, business or operations, which alone or in the aggregate would have a material adverse effect on the Business;
(b) Any damage, destruction or loss of Fixed Assets, whether or not covered by insurance, which alone or in the aggregate exceeds $150,000.
(c) Any sale, assignment, transfer, lease or other disposition of, or agreement to sell, assign, transfer, lease or dispose of or place an encumbrance upon, any of the Acquired Assets, other than dispositions in the regular, normal and ordinary course of business;
(d) Any transaction relating to the Business entered into by the Seller other than in the regular, normal and ordinary course of the Business;
(e) Any event of default, cancellation or termination of any material Contract between the Seller and any party thereto, other than, with respect to the cancellation or termination of any Contract, in the ordinary course of the Business;
(f) Any capital expenditure or commitment for addition to property, plant or equipment of the Business that exceeds $150,000 or capital expenditures in the aggregate in excess of $1,000,000;
(g) Any cancellation or waiver of any claims or rights of value, or any sale, lease, transfer, assignment, distribution or other disposition of any of the Business’ material assets, except for sales of finished goods inventory in the ordinary course of Business, or any disposal of any material assets for any amount to any affiliate of the Seller;
(h) Any disposal or lapse of any rights in, to or for the use of any of the Business’ patent, trademark, trade name or copyright rights, or, except in the ordinary course of business, any disclosure to any person not an employee, or other disposition of, any customer lists pertaining to the Business;
(i) Any increase in the base compensation or other payment to any employee of the Business, whether now or hereafter payable or granted, or entry into or variation of the terms of any employment or incentive agreement with any such person (other than changes in compensation or terms in the ordinary course of the Business consistent in timing and amount with past practices);
(j) Any change in any method of accounting or keeping its books of account or accounting practices relating to the Acquired Assets or the Business;
(k) Except liabilitie...
Changes or Events. Except as set forth in Schedule 2.12, during the period from January 1, 1999 to the date of this Agreement none of the following has occurred with respect to either the Target Corporation: (a) any change in the financial condition, assets, Liabilities, business, prospects or operations, other than changes in the regular, normal and ordinary course of business consistent with past custom or practice, which alone or in the aggregate could have a Material Adverse Effect on the Target Corporation or the Business; (b) any damage, destruction or loss, as a result of fire, storm casualty, other acts of God or theft of a substantial amount of Fixtures and Equipment, whether or not covered by insurance, adversely affecting the Target Corporation or any of their assets which alone or in the aggregate could be reasonably be expected to have a Material Adverse Effect on the Target Corporation or the Business; (c) any disposition of or Encumbrance or agreement to dispose of or place an Encumbrance upon any of the Target Corporation's assets, other than dispositions in the regular, normal and ordinary course of business, consistent with past custom or practice and Permitted Encumbrances; (d) any transaction relating to the Target Corporation involving over $5,000 entered into by the Target Corporation other than in the regular, normal and ordinary course of business consistent with past custom or practice; (e) any adverse event of default, cancellation or termination of any Contract involving over $5,000 between the Target Corporation and any party thereto; (f) any Liability involving over $5,000 incurred by the Target Corporation, except Liabilities incurred and obligations under Contracts entered into, in the regular, normal and ordinary course of the Target Corporation's business; (g) any capital expenditure or commitment for addition to property, plant or equipment of the Target Corporation involving over $5,000; (h) any agreement or commitment by the Target Corporation to do or take any of the actions referred to in paragraphs (a) through (h) of this Section 2.12.
Changes or Events. The Company is not, except as set forth on Exhibit 3.1(e)(i), a party to or otherwise bound by any material contract or agreement (A) pursuant to which the Company is obligated to furnish any services, product or equipment and (B) that has been prepaid with respect to any period after December 31, 1999.
Changes or Events. Except as set forth in Schedule 5.17, since Seller's Last Balance Sheet Date, none of the following has occurred:
5.17.01 Any material transaction by Seller not in the ordinary course of business involving amounts in excess of $20,000; 5
Changes or Events. Except as set forth in Schedule 3.16, since the Company's Last Balance Sheet Date, none of the following has occurred:
3.16.01. Other than the assignment by the Company of its Agreement for Consulting Services dated as of February 1, 1997, with 164083 Canada, Inc., the Purchaser hereby acknowledging that said agreement for consulting services has been assigned by the Company and that the Company has no intent therein, any material transaction by the Company not in the ordinary course of business involving amounts in excess of $5,000; 3
Changes or Events. Except as set forth in Schedule 5.18, since Seller's Last Balance Sheet Date, none of the following has occurred:
5.18.01 Any material transaction by Seller not in the ordinary course of business;
5.18.02 Any material capital expenditure by Seller;
5.18.03 Any changes in the condition (financial or otherwise), liabilities, assets, or business or in any business relationships of Seller, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect;
5.18.04 The destruction of, damage to, or loss of any asset of Seller (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect;
5.18.05 Any labor disputes that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect;
5.18.06 Any change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller, except for any such changes as were required by law;
5.18.07 Any increase in the salary or other compensation payable or to become payable by Seller to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person;
5.18.08 The material amendment or termination of any material contract, agreement, or license to which Seller is a party, except in the ordinary course of business;
5.18.09 Any loan by Seller to any person or entity, or the guaranteeing by Seller of any loan other than loans made in the ordinary course of business;
5.18.10 Any mortgage, pledge, or other encumbrance of any asset of Seller except in the ordinary course of business;
5.18.11 The waiver or release of any right or claim of Seller, except in the ordinary course of business;
5.18.12 Any other events or conditions of any character within the knowledge of Seller that, when considered individually or in the aggregate, have or might reasonably be expected to have a Material Adverse Effect;
5.18.13 Any loss or, to the knowledge of Seller, any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by Seller which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect;...
