Changes since Balance Sheet Date. Other than may be contemplated by the Transaction Documents, since the Balance Sheet Date, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any material agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, there has not been any Material Adverse Effect or any material change in the way any Group Company conducts its business, and there has not been by or with respect to any Group Company: (i) any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice; (ii) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof, or any sale or disposition of any business or division thereof; (iii) any waiver, termination, cancellation, settlement or compromise by a Group Company of a material right, debt or claim owed to it; (iv) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material Lien or (2) any Indebtedness, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution; (v) any amendment to or early termination of any Material Contract, any entering of any new Contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Documents; (vi) any material change in any compensation arrangement or Contract with any employee of any Group Company except in the ordinary course of business consistent with past practice, or adoption of any new benefit plan, or made any material change in any existing benefit plan; (vii) any declaration, setting aside or payment or other distribution in respect of any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company; (viii) any material damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect to a Group Company; (ix) any material change in accounting methods or practices or any revaluation of any of its assets; (x) any change in the approved or registered business scope of any PRC Company or any change to any Consent or Permits held by such PRC Company; (xi) except in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of Taxes, settlement of any claim or assessment in respect of any Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxes, entry or change of any Tax election, change of any method of accounting resulting in an amount of additional Tax or filing of any material amended Tax Return; (xii) any commencement or settlement of any Action;
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Samples: Share Purchase Agreement (Bilibili Inc.), Share Purchase Agreement (Bilibili Inc.)
Changes since Balance Sheet Date. Other than may be contemplated by the Transaction Documents, since the Balance Sheet Date, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any material agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, there has not been any Material Adverse Effect or any material change in the way any and no Group Company conducts has entered into any transaction outside of the ordinary course of business consistent with its businesspast practice, and there has not been by or with respect to any Group Company:
(i) any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice;
(ii) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof, or any sale or disposition of any business or division thereof;
(iii) any waiver, termination, cancellation, settlement or compromise by a Group Company of a material right, debt or claim owed to it;
(iv) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material Lien encumbrance or (2) any Indebtedness, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;
(v) any amendment to or early termination of any Material Contract, any entering of any new Contract contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Documentsconstitutional documents;
(vi) any material change in any compensation arrangement or Contract contract with any employee of any Group Company except in the ordinary course of business consistent with past practice, or adoption of any new benefit plan, or made any material change in any existing benefit plan;
(vii) any declaration, setting aside or payment or other distribution in respect of any Equity Securities equity securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities equity securities by any Group Company;
(viii) any material damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect to a Group Company;
(ix) any material change in accounting methods or practices or any revaluation of any of its assets;
(x) any change in the approved or registered business scope of any PRC Company or any change to any Consent consent or Permits permits held by such PRC Company;
(xi) except in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of Taxestaxes, settlement of any claim or assessment in respect of any Taxestaxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxestaxes, entry or change of any Tax tax election, change of any method of accounting resulting in an amount of additional Tax tax or filing of any material amended Tax Returntax return;
(xii) any commencement or settlement of any Actiondispute;
(xiii) any authorization, sale, issuance, transfer, pledge or other disposition of any equity securities of any Group Company;
(xiv) any resignation or termination of any Key Employee of any Group Company or any material group of employees of any Group Company that is deemed essential to the business as now conducted;
(xv) any Related Party transaction; or
(xvi) any agreement or commitment to do any of the things described in this Section 11.2.
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Samples: Series C Preferred Share Purchase Agreement (Aurora Mobile LTD), Series D Preferred Share Purchase Agreement (Aurora Mobile LTD)
Changes since Balance Sheet Date. Other than may be contemplated by the Transaction Documents, since the Balance Sheet Date, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any material agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, there has not been any Material Adverse Effect or any material change in the way any and no Group Company conducts has entered into any transaction outside of the ordinary course of business consistent with its businesspast practice, and there has not been by or with respect to any Group Company:
(i) any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the aggregate material to its business, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice;
(ii) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof, or any sale or disposition of any business or division thereof;
(iii) any waiver, termination, cancellation, settlement or compromise by a Group Company of a material right, debt or claim owed to it;
(iv) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material Lien Encumbrance or (2) any Indebtedness, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;
(v) any amendment to or early termination of any Material Contract, any entering of any new Contract contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Documentsconstitutional documents;
(vi) any material change in any compensation arrangement or Contract contract with any employee of any Group Company except in the ordinary course of business consistent with past practice, or adoption of any new benefit plan, or made any material change in any existing benefit plan;
(vii) any declaration, setting aside or payment or other distribution in respect of any Equity Securities equity securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities equity securities by any Group Company;
(viii) any material damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect to a Group Company;
(ix) any material change in accounting methods or practices or any revaluation of any of its assets;
(x) any change in the approved or registered business scope of any PRC Company or any change to any Consent consent or Permits permits held by such PRC Company;
(xi) except in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of Taxestaxes, settlement of any claim or assessment in respect of any Taxestaxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxestaxes, entry or change of any Tax tax election, change of any method of accounting resulting in an amount of additional Tax tax or filing of any material amended Tax Returntax return;
(xii) any commencement or settlement of any Actiondispute;
(xiii) any authorization, sale, issuance, transfer, pledge or other disposition of any equity securities of any Group Company;
(xiv) any resignation or termination of any Key Employee of any Group Company or any material group of employees of any Group Company that is deemed essential to the business as now conducted;
(xv) any Related Party transaction; or
(xvi) any agreement or commitment to do any of the things described in this Section 6(b).
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Changes since Balance Sheet Date. Other than may be contemplated by the Transaction Documents, since the Balance Sheet Date, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any material agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, except as disclosed in Section 8.21 of Borrower’s Disclosure Schedule, with respect to Borrower, there has not been been:
(a) any Material Adverse Effect or any material change in the way any Group Company conducts its business, and there has not been by assets, liabilities, condition (financial or with respect to any Group Company:
(i) any purchaseotherwise), acquisitionproperties, saleoperations or prospects, leasewhich, disposal of or other transfer of any assets that are individually or in the aggregate material aggregate, has had, or could reasonably be expected to its businesshave, whether tangible or intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practicea Material Adverse Effect;
(iib) any acquisition (by merger, consolidation resignation or other combination, or acquisition of stock or assets, or otherwise) termination of any business of its officers, key employees or other Person or division thereof, or any sale or disposition groups of any business or division thereofemployees;
(iii) any waiver, termination, cancellation, settlement or compromise by a Group Company of a material right, debt or claim owed to it;
(iv) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1c) any material Lien or (2) any Indebtednesschange, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;
(v) any amendment to or early termination of any Material Contract, any entering of any new Contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Documents;
(vi) any material change in any compensation arrangement or Contract with any employee of any Group Company except in the ordinary course of business consistent with past practicebusiness, in its contingent obligations by way of guaranty, endorsement, indemnity, warranty or adoption of any new benefit plan, or made any material change in any existing benefit planotherwise;
(viid) any declaration, setting aside or payment or other distribution in respect of any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company;
(viii) any material damage, destruction or loss, whether or not covered by insurance, that would have which has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect to a Group CompanyEffect;
(ixe) any waiver by it of a valuable right or of a material debt owed to it;
(f) any direct or indirect material loans made by it to any of its stockholders, managers, members, employees, managers, officers or directors, other than advances made in the ordinary course of business;
(g) any material change in accounting methods any compensation arrangement or practices agreement with any employee, officer, manager, director or equity holder;
(h) any revaluation declaration or payment of any dividend or other distribution of its assets;
(xi) any change in the approved or registered business scope of any PRC Company or any change labor organization activity related to any Consent or Permits held by such PRC Companyit;
(xij) any debt, obligation or liability incurred, assumed or guaranteed by it, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of Taxes, settlement of any claim or assessment in respect of any Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any Taxes, entry or change of any Tax election, change of any method of accounting resulting in an amount of additional Tax or filing of any material amended Tax Returnbusiness;
(xiik) any commencement sale, assignment, transfer, abandonment or settlement other disposition of any ActionCollateral other than Inventory in the ordinary course of business;
(l) any change in any Material Contract to which it is a party or by which it is bound which, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or
(n) any arrangement or commitment by it to do any of the acts described in subsection (a) through (m) of this Section 8.21.
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