Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions Sample Clauses

Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. Except as set forth in Section 3.10 of the Disclosure Schedule, since the Interim Statement Date, and, except with respect to clause (x) below (which speaks as of the date hereof and, pursuant to Section 7.02(a), as of the date of the Closing), prior to the date hereof, the Business has been conducted in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, since the Interim Statement Date, the Seller has not: (a) permitted or allowed any of the Purchased Assets to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (b) except in the ordinary course of business consistent with past practice and payments under contracts entered into prior to the date hereof as disclosed in Section 3.14 of the Disclosure Schedule, discharged or otherwise obtained the release of any Encumbrance related to the Business, or paid or otherwise discharged any Liability related to the Business, other than current liabilities reflected on the Interim Statement of Net Assets and current liabilities incurred in the ordinary course of business consistent with past practice since the Interim Statement Date; (c) written down or written up (or failed to write down or write up in accordance with GAAP consistent with past practice) the value of any Inventories or Receivables or revalued any of the Purchased Assets other than in the ordinary course of business consistent with past practice and in accordance with GAAP; (d) made any change in any method of accounting or accounting practice or policy used by the Seller and relating to the Business, other than such changes required by GAAP; (e) amended, terminated, cancelled or compromised any material claims of the Seller (related to the Business) or waived any other rights of substantial value to the Seller (related to the Business), other than with respect to the Excluded Assets; (f) sold, transferred, leased, subleased, licensed or otherwise disposed of any properties or assets, real, personal or mixed (including leasehold interests and intangible property) of the Seller (related to the Business), other than the sale of Inventories in the ordinary course of business consistent with past practice, other than with respect to the Excluded Assets; (g) merged with, entered into a consolidation with or acquired an interest of 5% or more in any Person engaged in a business relating to the Business or acquired a su...
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Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. Except as set forth on Section 3.12 of the Disclosure Schedule, since September 30, 2012 (i) the business of the Acquired Companies and the Subsidiaries has been conducted in the ordinary course and consistent with past practice and (ii) there has been no Material Adverse Effect. As amplification and not limitation of the foregoing, except as set forth on Section 3.12 of the Disclosure Schedule, since September 30, 2012: (a) no Seller, Acquired Company or Subsidiary has permitted or allowed any of the Assets to be subjected to any Encumbrance, other than Permitted Encumbrances (including Encumbrances that will be released at or prior to the Closing); (b) no Seller, Acquired Company or Subsidiary has, except in the ordinary course of business consistent with past practice or in connection with the transactions contemplated by this Agreement, including the Restructuring Transactions, discharged or otherwise obtained the release of any Encumbrance related to any Acquired Company or Subsidiary or paid or otherwise discharged any Liability related to any Acquired Company or Subsidiary; (c) no Seller, Acquired Company or Subsidiary has written down or written up (or failed to write down or write up in accordance with GAAP consistent with past practice) the value of any Inventories or Receivables or revalued any of the Assets other than in the ordinary course of business consistent with past practice and in accordance with GAAP; (d) no Seller, Acquired Company or Subsidiary has made any change in any method of accounting or accounting practice or policy used by any Acquired Company or Subsidiary, other than such changes required by GAAP and set forth in Section 3.12 of the Disclosure Schedule; (e) no Seller, Acquired Company or Subsidiary has amended, terminated, cancelled or compromised any material claims of any Acquired Company or Subsidiary or waived any other rights of substantial value to any Acquired Company or Subsidiary; (f) no Acquired Company or Subsidiary has sold, transferred, leased, subleased, licensed or otherwise disposed of any properties or assets, real, personal or mixed (including leasehold interests and intangible property), other than in the ordinary course of business consistent with past practice; (g) no Seller, Acquired Company or Subsidiary has issued or sold any Capital Stock, notes, bonds or other securities, or any option, warrant or other right to acquire the same, of any Acquired Company or Subsidiary, except pursuant to this Agree...
Sample 1
Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. Since the Reference Balance Sheet Date (or with respect to Sections 3.07(b) and 3.07(d), September 30, 2003), except as set forth in Section 3.07 of the Disclosure Schedule, the Seller has conducted its business in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, except as set forth in Section 3.07 of the Disclosure Schedule, since the Reference Balance Sheet Date, the Seller has not: (a) permitted or allowed any of the Purchased Assets to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (b) except in the ordinary course of business consistent with past practice, discharged or otherwise obtained the release of any Encumbrance, or paid or otherwise discharged any Liability, other than current liabilities reflected on the latest balance sheet in the Financial Statements and current liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2003; (c) amended, terminated, cancelled or compromised any material claims or waived any other rights which constitute a portion of the Purchased Assets; (d) sold, transferred, leased, subleased, licensed or otherwise disposed of any Purchased Assets since September 30, 2003; (e) incurred any Indebtedness in excess of 50,000,000 Korean Won individually or 100,000,000 Korean Won in the aggregate; (f) made any loan to, guaranteed any Indebtedness of or otherwise incurred any Indebtedness on behalf of any Person, in each case, in excess of 50,000,000 Korean Won in the aggregate; (i) granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable by the Seller to any of its employees, including any increase or change pursuant to any employee plan, or (ii) established or increased or promised to increase any benefits under any employee plan, in either case except in the ordinary course of business or as required by Law or any collective bargaining agreement; (h) entered into any agreement, arrangement or transaction related to the Purchased Assets with any of its directors, officers, employees or stockholders (or with any relative, beneficiary, spouse or Affiliate of such Persons); (i) disclosed any secret or confidential Intellectual Property (except by way of issuance of a patent or in accordance with the terms of a confidentiality agreement); (i) abandoned, p...
Sample 1
Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. Prior to the Closing, LICENSOR has conducted and shall conduct its business with respect to the License Related Assets only in the ordinary course of business and there has not occurred: (a) any litigation or claims with respect to the License Related Assets; (b) the imposition of any Encumbrance on any of the License Related Assets other than in the ordinary course of business consistent with past practice; or (c) an agreement to do or engage in any of the foregoing or any taking of any action or course of action inconsistent with compliance with the covenants and agreements contained in this Agreement.
Sample 1Sample 2
Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. To Seller’s Knowledge, from the Balance Sheet Date through the Signing Date, the Target Group Companies have conducted their businesses in the ordinary course and consistent with past practice. Without limitation to the foregoing, to Seller’s Knowledge, from the Signing Date, there has been no Material Adverse Effect, and no Target Group Company has: (a) amended or modified any of the Organizational Documents; (b) issued, granted, sold, disposed of, pledged or otherwise subject to any Encumbrance, or authorized such issuance, grant, sale, disposition or pledge of or Encumbrance on, any equity interests of such Target Group Company, or any options, warrants, convertible securities or other rights of any kind to acquire any ownership interest of such Target Group Company; (c) written down or written up (or failed to write down or write up in accordance with the Accounting Principles applied on a basis consistent with the past practices of such Target Group Company) the value of any of its inventories or receivables, adjusted the book value of any of its properties or other assets, or changed any reserves or provisions in respect of or resulting from bad debts, doubtful accounts or damage, defects or destruction of any assets or properties; (d) declared, made or paid any dividends or distributions, repurchased the equity of the holders of share capital of such Target Group Company, or otherwise declared or paid retained earnings of any Target Company or Target Company Subsidiary; (e) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any share capital, registered capital or other ownership interest of such Target Group Company; (f) sold, transferred, disposed of, leased, licensed, pledged, granted or otherwise Encumbered, or authorized such sale, transfer, disposition, lease, license, pledge or grant of or Encumbrance on, any properties, rights or assets of such Target Group Company, except in the ordinary course of business and in a manner consistent with past practice and which rights, properties or assets do not have a fair market value or involve an aggregate consideration payable by or to such Target Group Company in excess of USD500,000; (g) acquired (including by merger, consolidation or acquisition of stock or assets or any other business combination) or entered into or exercised any option to acquire, any equity interests in any corporation, partnership, joint venture or other business o...
Sample 1
Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. From June 30, 2002 there has not been any Material Adverse Effect. From June 30, 2002 to the date hereof, the Business has been conducted in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, from June 30, 2002, to the date hereof: (a) none of Deutsche Bank, the Sellers or the DB Entities have, except in the ordinary course of business consistent with past practice, permitted or allowed any of the material Assets to be subjected to any Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (b) none of (A) the DB Entities have (1) merged with, entered into a consolidation with or acquired an interest of any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or (2) otherwise acquired any assets for a purchase price in excess of €250,000, except in the ordinary course of business consistent with past practice and (B) Deutsche Bank or the Sellers have otherwise acquired any assets that will constitute Purchased Assets for a purchase price in excess of €250,000 except in the ordinary course of business consistent with past practice; (c) none of Deutsche Bank, the Sellers or the DB Entities have issued or sold any capital stock or other equity securities, or any option, warrant or other right to acquire the same, of, or any other equity interest in, any DB Entity; (d) except for agreements, arrangements or transactions in the ordinary course of business consistent with past practice that will be terminated, released or discharged pursuant to Section 5.16, none of Deutsche Bank or the Sellers (in relation to the Business) or the DB Entities have entered into any material agreement, arrangement or transaction (other than agreements relating to employment) with any director, officer, employee or shareholder (or with any relative, beneficiary, spouse or Affiliate of such Person) of a DB Entity; (e) no DB Entity has amended its organizational documents; (f) none of Deutsche Bank, the Sellers or the DB Entities have made any material change in any method of accounting or accounting practice or policy used by the DB Entities or with respect to the Business, other than such changes required by applicable U.S. GAAP and Local GAAP; (g) none of (A) the DB Entities have made any capital expenditure or commitment for any capital expenditure in excess of €250,000 for any individual expen...
Sample 1
Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. Since the Reference Balance Sheet Date, except as disclosed in Section 3.09 of the Disclosure Statement, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BCBS, the Business has been conducted in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, except as disclosed in Section 3.09 of the Disclosure Statement or in the ordinary course and consistent with past practice, since the Reference Balance Sheet Date, BCBS has not: (i) permitted or allowed any of its material assets or properties (whether tangible or intangible) to be subjected to any material Encumbrance, other than Permitted Encumbrances and Encumbrances that will be released at or prior to the Closing; (ii) written down or written up (or failed to write down or write up) other than in accordance with U.S. GAAP consistent with past practice, in any material way, the value of any Receivables or revalued any assets other than in the ordinary course of business consistent with past practice and in accordance with U.S. GAAP or STAT; (iii) made any material change in any method of accounting or accounting practice or policy other than such changes required or permitted by U.S. GAAP or STAT; (iv) amended, terminated, canceled or compromised any material claims or waived any other rights of material value; (v) sold, transferred, leased, subleased, licensed or otherwise disposed of any material properties or material assets, real, personal or mixed (including, without limitation, leasehold interests and intangible property); (vi) issued, sold or transferred any notes, bonds or other securities, or any option, warrant or other right to acquire the same, except in accordance with its investment policy as currently in effect and consistently applied through the period; (vii) taken any action or omitted to take any action which would reasonably be expected to cause BCBSKS to no longer meet the requirements of Section 833(c) of the Code; (viii) merged with, entered into a consolidation with or acquired an equity or other ownership interest of five percent (5%) or more in any Person or acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquired any assets in excess of $300,000 individually or $1,000,000 in the aggregate, except in accordance with its investment policy as currently in effect and consistently ap...
Sample 1
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Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. (a) Except as set forth in Section 3.09(a) of the Disclosure Schedule, since December 31, 2014, the business of the Company and the Subsidiaries (including the Business) has been conducted in the ordinary course and consistent with past practice and there has been no Material Adverse Effect. (b) Except as set forth in Section 3.09(b) of the Disclosure Schedule, none of the Company or any of the Subsidiaries has taken any action or failed to take any action, since December 31, 2014 and prior to the date hereof, which, if taken or failed to have been taken after the date hereof, would constitute a breach of Section 5.01(b) without the written consent of the Purchaser.
Sample 1
Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions. Other than as a result of or in connection with the Bankruptcy Cases, since September 27, 2008, except as contemplated by this Agreement or as otherwise disclosed in the Company SEC Documents, the Business has been conducted in the ordinary course in all material respects. As amplification and not limitation of the foregoing, except as set forth in Section 3.07 of the Disclosure Schedule and except with respect to Sections 5.01(b)(i), (ii), (iii), (v), (ix), (x), (xi), (xiii), (xv) and (xviii), none of the Company or any Subsidiary has taken, since September 27, 2008, any action that, if taken after the date of this Agreement, would constitute a breach of any covenants set forth in Section 5.01(b).
Sample 1

Related to Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions

  • Absence of Certain Changes, Events and Conditions Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice as contemplated herein, there has not been, with respect to the Companies, any: (a) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect; (b) amendment of such entities’ chartering documents; (c) split, combination or reclassification of any shares of its limited liability company/membership interests, capital stock or other equity interests; (d) except any transaction that may occur pursuant to the WSDA Agreement, issuance, sale or other disposition of any of its limited liability company/membership interests, capital stock or other equity interests, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its limited liability company/membership interests, capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its limited liability company/membership interests, capital stock or other equity interests, or redemption, purchase or acquisition of its limited liability company/membership interests, capital stock or other equity interests; (f) material change in any method of accounting or accounting practice, except as required by GAAP or SAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (h) entry into any contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any Indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (j) transfer, assignment, sale or other disposition of any material assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements; (k) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) material damage, destruction or loss (whether or not covered by insurance) to an asset material to it; (m) capital investment in, or any loan to, any other Person; (n) acceleration, termination, material modification to or cancellation of any Material Contract to which it is a party or by which it is bound; (o) material capital expenditures; (p) imposition of any Encumbrance upon its properties, capital stock or assets, tangible or intangible; (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of the Companies current or former employees, directors, officers, managers, independent contractors or consultants, other than (A) in the ordinary course of business consistent with past practices, (B) as provided for in any written agreements or (C) as required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant; (r) hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the ordinary course of business; (s) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, (ii) Plan or (iii) collective bargaining or other agreement with a union, in each case whether written or oral; (t) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its shareholders or members, or current or former directors, managers, officers and employees; (u) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) except for this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (w) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000 individually (in the case of a lease, per annum) or $100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice; (x) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or limited liability company/membership interests of, or by any other manner, any business or any Person or any division thereof; (y) action by it to make, change or revoke any material election in respect of Taxes (except as required by Law), change an annual accounting period, adopt or change any accounting method with respect to Taxes except as may be required as a result of a change in Law, make any material agreement or settlement with respect to Taxes, file any amended Tax return, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (z) entry, issuance, or filing, with or without the request or consent or over the objection of it, or any order, consent order, of directive relating to any Company of or by any Applicable Regulator, or undertaking or agreement by such Company to or with any Applicable Regulator; or (aa) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

  • Absence of Certain Changes and Events Except as set forth on Schedule 3.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

  • Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Certification Regarding Prohibition of Boycotting Israel (Tex. Gov. Code 2271) 5 Certification Regarding Prohibition of Contracts with Certain Foreign-Owned Companies (Tex. Gov. 5 Code 2274) 5 Certification Regarding Prohibition of Discrimination Against Firearm and Ammunition Industries (Tex.

  • Absence of Certain Business Practices Neither the Seller, nor any Affiliate of the Seller, nor to the knowledge of the Seller, any agent or employee of the Seller, any other Person acting on behalf of or associated with the Seller, or any individual related to any of the foregoing Persons, acting alone or together, has: (a) received, directly or indirectly, any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type, from any customer, supplier, trading company, shipping company, governmental employee or other Person with whom the Seller has done business directly or indirectly; or (b) directly or indirectly, given or agreed to give any gift or similar benefit to any customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a position to help or hinder the business of the Seller (or assist the Seller in connection with any actual or proposed transaction) which (i) may subject the Seller to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, may have had an adverse effect on the Seller or (iii) if not continued in the future, may adversely affect the assets, business, operations or prospects of the Seller or subject the Seller to suit or penalty in any private or governmental litigation or proceeding.

  • No Undisclosed Liabilities; Absence of Changes Except to ---------------------------------------------- the extent publicly disclosed in the Company's SEC Reports or in the Company Disclosure Schedule, as of September 30, 1998, none of the Company or any of its subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its subsidiaries (including the notes thereto) or which would have a Material Adverse Effect and since such date, the Company has incurred no such liability or obligation. Since December 31, 1997, except as disclosed in the Company SEC Reports, (a) the Company and its subsidiaries have conducted their respective businesses only in the ordinary course and in a manner consistent with past practice and (b) there has not been (i) any change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its subsidiaries which, individually or in the aggregate, has a Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or lodging industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any authorization, declaration, setting aside or payment of any dividend or distribution or capital return in respect of any stock of, or other equity interest in, the Company or any of its subsidiaries, (iv) any material revaluation for financial statement purposes by the Company or any of its subsidiaries of any asset (including, without limitation, any writing down of the value of any property, investment or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to the Company or any of its subsidiaries in the ordinary course of business consistent with past practice or the grant of Company Stock Options as described in (and in amounts consistent with) Section 3.2, any material transactions between the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.11 or in the ordinary course of business consistent with past practice, any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employees, officers, directors or consultants of the Company or any of its subsidiaries, which increase or establishment, individually or in the aggregate, will result in a material liability.

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Absence of Certain Changes or Events Since the date of the most recent IMGL balance sheet included in the IMGL SEC Reports: (a) there has not been: (i) any material adverse change in the business, operations, properties, assets or condition of IMGL or (ii) any damage, destruction or loss to IMGL (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of IMGL; (b) IMGL has not: (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of IMGL; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; (c) IMGL has not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent); (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent IMGL balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of IMGL; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) to its knowledge, IMGL has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Group.

  • Absence of Certain Company Control Person Actions or Events To the Company's knowledge, none of the following has occurred during the past five (5) years with respect to a Company Control Person: (1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such Company Control Person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Such Company Control Person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Such Company Control Person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting, as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, any other Person regulated by the Commodity Futures Trading Commission ("CFTC") or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) Such Company Control Person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such Company Control Person to engage in any activity described in paragraph (3) of this item, or to be associated with Persons engaged in any such activity; or (5) Such Company Control Person was found by a court of competent jurisdiction in a civil action or by the CFTC or SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the CFTC or SEC has not been subsequently reversed, suspended, or vacated.

  • Absence of Defaults and Conflicts Resulting from Transaction The execution, delivery and performance of this Agreement, and the sale of the Securities, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (A) the charter, by-laws or similar organizational documents of the Company or any of its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject except, in the case of clauses (B) and (C) above, any breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

  • Compliance with Registration Requirements; No Stop Order; No Objection from FINRA For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) The Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective. (ii) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission. (iii) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

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