Events Subsequent to Most Recent Fiscal Quarter End. Since the Most Recent Fiscal Quarter End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Target and its Subsidiaries taken as a whole.
Events Subsequent to Most Recent Fiscal Quarter End. Since the Most Recent Fiscal Quarter End, there has not been any Material Adverse Change.
Events Subsequent to Most Recent Fiscal Quarter End. Since the Most --------------------------------------------------- Recent Fiscal Quarter End:
(i) no Seller has sold, leased, transferred, or assigned any of the Acquired Assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) no Seller has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business;
(iii) no party (including any Seller) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $22,000 to which any Seller is a party or by which it is bound;
(iv) no Seller has imposed any Security Interest upon any of the Acquired Assets;
(v) no Seller has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business;
(vi) no Seller has granted any license or sublicense of any rights under or with respect to any of the Intellectual Property included in the Acquired Assets except for the License Agreement and the Manufacturing Agreement with Achiever Industries, Ltd.;
(vii) there has been no change made or authorized in the Seller LLC Agreements;
(viii) Bison has not issued, sold, or otherwise disposed of any of its equity, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity;
(ix) Bison has not has declared, set aside, or made any distribution with respect to its equity (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity except distributions of proceeds from the transactions pursuant to this Agreement;
(x) no Seller has experienced any damage, destruction, or loss (whether or not covered by insurance) to any of the Acquired Assets; and
(xi) no Seller has committed to do any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable future.
Events Subsequent to Most Recent Fiscal Quarter End. Since the date of the Most Recent Balance Sheet, there has not been (a) any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Company and its Subsidiaries taken as a whole, (b) in the case of the Company, any declaration, setting aside or payment of any dividend or any other distribution with respect to its capital stock, or (c) any change by the Company in accounting principles or methods.
Events Subsequent to Most Recent Fiscal Quarter End. Since the Most Recent Fiscal Quarter End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of VisiJet taken as a whole.
Events Subsequent to Most Recent Fiscal Quarter End. Since the date of the Most Recent Financial Statements, (i) there has not been any change in the business or results of operations or the financial condition of the Company or APS-Cal that would have a Material Adverse Effect on the Company and APS-Cal taken as a whole and (ii) the Company and APS-Cal have conducted their businesses in the Ordinary Course of Business. Without limiting the generality of the foregoing and except as otherwise contemplated by this Agreement, since the date of the Most Recent Financial Statements, neither the Company nor APS-Cal has (A) sold, assigned or otherwise transferred any of its material assets or properties, other than in the Ordinary Course of Business and other than in connection with the Divested Items, (B) made any acquisition of all of the capital stock (whether by merger or otherwise) or all or substantially all of the assets of any Person, (C) subjected any of its material assets to a Security Interest, (D) amended or authorized any amendment to its certificate of incorporation or by-laws, (E) borrowed or refinanced any amount from any non-affiliated Person or incurred any liabilities (contingent or otherwise) in excess of $50,000, other than trade payables incurred in the Ordinary Course of Business in accordance with past practices, (F) declared or made any payment or distribution to stockholders, (G) made any changes to its accounting policies, principles or practices, (H) made any loans to any Persons, (I) entered into, adopted, amended or terminated any bonus, profit sharing, compensation or stock option/ownership plan, severance or other Employee Benefit Plan or other arrangement for the benefit of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director or officer, (J) waived any right in any contract listed in Section 4(m) of the Disclosure Schedule, the waiver of which would reasonably be expected to materially detract from the value of such contract to the Company or APS-Cal, as the cause may be, or (K) become obligated to take any of the actions specified in subparagraphs (A) through (J) above.
Events Subsequent to Most Recent Fiscal Quarter End. Since November 30, 2006 and except for matters described in or contemplated by this Agreement, there has not been any Material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Business or any of the TCS Entities. Except as set out in Section 6.13 of the Disclosure Schedule and without limiting the generality of the foregoing, since the Most Recent Fiscal Quarter End:
(a) none of TCS Holdings or the Acquired Entities has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business;
(b) TCS has not sold, leased, transferred or assigned any of the assets used in the operation of the Business, tangible or intangible, other than in the Ordinary Course of Business;
(c) none of TCS Holdings or the Acquired Entities has entered into any new agreement (or series of related agreements) either involving more than $5,000 or that was outside the Ordinary Course of Business;
(d) TCS has not entered into any new agreement or series of related agreements with respect to the Business either involving more than $5,000 or that was outside the Ordinary Course of Business;
(e) no party (including any of the TCS Entities) 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 any of TCS Holdings and the Acquired Entities is a party or by which any of them is bound other than the modification to the agreement with Imperial Software Technology of which Stockgroup is already aware;
(f) no party (including any of the TCS Entities) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) pertaining to the Business, involving more than $5,000 and to which TCS is a party or by which it is bound;
(g) no Security Interest has been imposed upon any of the Acquired Assets or the Eight Black Agreement or the assets, tangible or intangible, of any of the Acquired Entities;
(h) none of the Acquired Entities has made any capital expenditure (or series of related capital expenditures) either involving more than $5,000 or outside the Ordinary Course of Business;
(i) none of the Acquired Entities has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series...
Events Subsequent to Most Recent Fiscal Quarter End. Since March 31, 2005, there has not been any adverse change in the financial condition of the Company and the Material Subsidiaries taken as a whole which would constitute a Company Material Adverse Effect or any action by the Company or a Company Subsidiary that would have required Buyer’s consent pursuant to SECTION 6.01 had such action been taken after the date hereof.
Events Subsequent to Most Recent Fiscal Quarter End. Since the Most Recent Fiscal Quarter End, there has not been any change in the business, financial condition, operations or results of operations of the Company and its Subsidiaries, taken as a whole, which has had a Material Adverse Effect upon the Company.
Events Subsequent to Most Recent Fiscal Quarter End. Since the Most Recent Fiscal Quarter End, there has not been any material adverse change in the financial condition or results of operations of Sybra except as contemplated in the USRP Agreement and this Agreement. Without limiting the generality of the foregoing and except as contemplated in the USRP Agreement and in this Agreement, including in [section]2(c) of this Agreement, since that date Sybra has not engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business the primary purpose or effect of which has been to generate or preserve Cash.