We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Changes or Events Clause in Contracts

Changes or Events. Since the Company Last Balance Sheet Date: 3.16.01. There has been no event or condition affecting the Company which would have a Material Adverse Effect on the Company. 3.16.02. The Company has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of the Company Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of the Company. 3.16.03. The Company 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. 3.16.04. The Company 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. 3.16.05. The Company has not made any changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates), except for any such changes as were required by law. 3.16.06. Other than in the ordinary course of business, the Company has not increased 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. 3.16.07. The Company 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; 3.16.08. 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 $25,000 to which the Company is a party; 3.16.09. The Company has not made any loans to any person or entity, or guaranteed any loan; 3.16.10. To the Knowledge of the Company, the Company 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 the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 3.16.11. The Company has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; 3.16.12. The Company has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations; 3.16.13. The Company has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; 3.16.14. The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Company; 3.16.15. The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and 3.16.16. The Company has not made any agreement to do any of the things described in the preceding clauses 3.16.01 through 3.16.15.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Process Technology Systems Inc)

Changes or Events. Since the Company Last Balance Sheet Date:: ------------------- 3.16.01. There has been no event or condition affecting the Company which would have a Material Adverse Effect on the Company. 3.16.02. The Company has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of the Company Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of the Company. 3.16.03. The Company 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. 3.16.04. The Company 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. 3.16.05. The Company has not experienced any labor disputes that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect. 3.16.06. The Company has not made any changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates), except for any such changes as were required by law. 3.16.063.16.07. The Company has not accepted a purchase order or quotation, arrangement or understanding for future sale of the products or services of the Company out of the ordinary course of business, which the Company expects will not be profitable. 3.16.08. Other than in the ordinary course of business, the Company has not increased 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. 3.16.073.16.09. The Company 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; 3.16.083.16.10. 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 $25,000 5,000 to which the Company is a party; 3.16.093.16.11. The Company has not made any loans to any person or entity, or guaranteed any loan; 3.16.103.16.12. The Company has not waived or released any right or claim of the Company; 3.16.13. To the Knowledge of the CompanyCompany or the Stockholders, the Company 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 the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 3.16.113.16.14. The Company has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; 3.16.123.16.15. The Company has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations; 3.16.133.16.16. The Company has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; 3.16.143.16.17. The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Company; 3.16.153.16.18. The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and 3.16.163.16.19. The Company has not made any agreement to do any of the things described in the preceding clauses 3.16.01 through 3.16.153.16.18.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sportan United Industries Inc)

Changes or Events. Since the Company Last Balance Sheet DateProcess's last balance sheet as disclosed in its SEC Filings: 3.16.014.14.01. There has been no event or condition affecting the Company Process which would have a Material Adverse Effect on the CompanyProcess. 3.16.024.14.02. The Company Process has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of the Company Process Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of the CompanyProcess, except preferred stock. 3.16.034.14.03. The Company 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. 3.16.044.14.04. The Company 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. 3.16.054.14.05. The Company Process has not made any changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates), except for any such changes as were required by law. 3.16.064.14.06. Other than in the ordinary course of business, the Company Process has not increased the salary or other compensation payable or to become payable by the Company Process to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by the Company Process of a bonus or other additional salary or compensation to any such person. 3.16.074.14.07. The Company 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; 3.16.084.14.08. 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 $25,000 5,000 to which the Company Process is a party; 3.16.094.14.09. The Company Process has not made any loans to any person or entity, or guaranteed any loan; 3.16.104.14.10. To the Knowledge of the CompanyProcess and Process Shareholders, the Company 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 the Company Process which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 3.16.114.14.11. The Company Process has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; 3.16.124.14.12. The Company Process has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations; 3.16.134.14.13. The Company Process has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; 3.16.144.14.14. The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Company; 3.16.15. The Company Process has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and 3.16.164.14.15. The Company Process has not made any agreement to do any of the things described in the preceding clauses 3.16.01 4.14.01 through 3.16.154.14.15.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Process Technology Systems Inc)

Changes or Events. Since the Company Last Balance Sheet Date: 3.16.01. There has been no event or condition affecting the Company which would have a Material Adverse Effect on the Company. 3.16.02. The Company has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of the Company Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of the Company. 3.16.03. The Company 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 aggregateaggre-gate, might reasonably be expected to have a Material Adverse Effect. 3.16.04. The Company 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. 3.16.05. The Company has not made any changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates), except for any such changes as were required by law. 3.16.06. Other than in the ordinary course of business, the Company has not increased 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 pay-ment by the Company of a bonus or other additional salary or compensation to any such person. 3.16.07. The Company 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; 3.16.08. 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 $25,000 to which the Company is a party; 3.16.09. The Company has not made any loans to any person or entity, or guaranteed any loan; 3.16.10. To the Knowledge of the Company, the Company 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 the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 3.16.11. The Company has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services ser-vices of its employees and to preserve its goodwill and relationships with suppliers, creditors, customerscus-tomers, and others having business relationships with it; 3.16.12. The Company has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations; 3.16.13. The Company has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; 3.16.14. The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Company; 3.16.15. The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and 3.16.16. The Company has not made any agreement to do any of the things described in the preceding clauses 3.16.01 through 3.16.15.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Dragon Gold Resources, Inc.)