Events Subsequent to the Balance Sheet Date. Since March 31, 2008:
(a) there has been no Material Adverse Change nor has any event occurred which could reasonably be expected to result in any Material Adverse Change;
(b) there has not been any payment of, setting of a record date for, or declaration, setting aside or authorizing the payment of, any dividend or other distribution in respect of any shares of capital stock of the Company or any purchase, repurchase, retirement, redemption or other acquisition by the Company, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company;
(c) there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities;
(d) the Company has not increased the compensation payable or to become payable, or awarded or paid any bonuses to employees, officers, directors, consultants, advisors, agents, stockholders or representatives of the Company nor has the Company either entered into any employment, deferred compensation, severance or similar agreements (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s employees, officers, directors, consultants, independent contractors, advisors, agents, shareholders or representatives or agreed to increase the coverage or benefits available under any severance pay, deferred compensation, bonus or other incentive compensation, pension or other employee benefit plan, payment or arrangement made to, for or with such employees, officers, directors, consultants, independent contractors, advisors, agents, shareholders or representatives;
(e) the Company has not made any loans, advances, guarantees or capital contributions to, or investments in, any Person, or acquired any assets or securities of any Person involving more than $1,000 individually or $5,000 in the aggregate, other than ordinary advances for expenses incurred in the ordinary course of business;
(f) there has not been satisfaction or discharge of any Lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that has not resulted in a Material Adverse Change;
(g) there has not been any termination of, or change to, a material contract or arrangement by which the Com...
Events Subsequent to the Balance Sheet Date. Except as set forth on the Disclosure Schedule, or in the Seller Financial Statements, since the Balance Sheet Date, Seller has not, in excess of $5,000 (i) issued any equity interest, (ii) borrowed any amount or incurred or become subject to any material liability (absolute, accrued or contingent), except liabilities under contracts entered into in the ordinary course of business, (iii) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the Seller Financial Statements and incurred in the ordinary course of business, (iv) declared or made any payment, other than ordinary payments of compensation in amounts consistent with the historic levels, or distributions to Shareholder or purchased or redeemed any Shares or other equity interests, except for the exercise of stock options or similar rights, (v) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens of current real property taxes not yet due and payable or such liabilities or obligations which would not have a Material Adverse Effect on Seller, (vi) sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or canceled any material debt or claim, except in the ordinary course of business, in an individual amount in excess of $2,500, or $7,500 in the aggregate, (vii) sold, assigned, transferred or granted any license with respect to any patent, trademark, trade name, service xxxx, copyright, trade secret or other intangible asset, except pursuant to license or other agreements entered into in the ordinary course of business, in an individual amount in excess of $2,500, or $7,500 in the aggregate, (viii) suffered any material loss of property or knowingly waived any right of substantial value whether or not in the ordinary course of business, (ix) made any change in officer compensation, (x) made any material change in the manner of business or operations of Seller, (xi) entered into any transaction except in the ordinary course of business or as otherwise contemplated hereby, or (xii) entered into any commitment (contingent or otherwise) to do any of the foregoing.
Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, the Target Companies and the Target Subsidiaries have operated in the Ordinary Course of Business and there has not been a change, event, development or effect which, individually or in the aggregate, has had a Material Adverse Change. Without limiting the generality of the foregoing, since that date:
(a) none of the Target Companies or Target Subsidiaries has sold, leased, transferred, or assigned any assets, tangible or intangible, outside the Ordinary Course of Business;
(b) none of the Target Companies or Target Subsidiaries has entered into, renewed or amended in any material respect any Material Contract;
(c) no party (including the Target Companies and Target Subsidiaries) has accelerated, terminated, made material modifications to, or canceled any Material Contract except in the Ordinary Course of Business;
(d) none of the Target Companies or Target Subsidiaries has made any material capital expenditures outside the Ordinary Course of Business in excess of $3,000,000;
(e) none of the Target Companies or Target Subsidiaries has made any capital investment in, or any loan to, any other Person in excess of $3,000,000, except any such investments or loans that constitute Intercompany Receivables;
(f) none of the Target Companies or Target Subsidiaries has issued, sold, or otherwise disposed of any of its capital stock or other equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or other equity interests;
(g) none of the Target Companies or Target Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its capital stock or other equity interests (whether in Cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock or other equity interests;
(h) none of the Target Companies or Target Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurance) to its material properties in excess of $3,000,000 per occurrence;
(i) none of the Target Companies or Target Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business;
(j) except in the Ordinary Course of Business or as otherwise required by applicable Law, none of the Target Companies or Target Subsidiaries has, with respect to the twenty (20) most highly ...
Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date there has not been (I) any material adverse change in the financial condition of the Seller's Business, (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business with respect to the Seller's Business or (iii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction which with the passage of time would reasonably be expected to result in a material adverse change in the financial condition of the Seller's Business.
Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, neither TASA nor any TASA Subsidiary has (a) issued any stock, bond or other corporate security (including without limitation securities convertible into or rights to acquire capital stock of any of them), (b) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except current liabilities incurred, liabilities under contracts entered into, borrowings under the banking facilities disclosed on the TASA Disclosure Schedule and liabilities in respect of letters of credit issued under such banking facilities, all of which were in the ordinary course of business, (c) discharged or satisfied any lien or encumbrance or incurred or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the most recent balance sheet included in the Financial Statements and current liabilities incurred since the Balance Sheet Date in the ordinary course of business, (d) except as disclosed in the TASA Disclosure Schedule, declared or made any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock or other securities, (e) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens of current real property taxes not yet due and payable, (f) sold, assigned or transferred any of its tangible assets except in the ordinary course of business, or canceled any debt or claim, (g) sold, assigned, transferred or granted any license with respect to any patent, trademark, trade name, service xxxx, copyright, trade secret or other intangible asset, (h) suffered any loss of property in excess of $25,000 in the aggregate or waived any right of substantial value whether or not in the ordinary course of business, (i) suffered any adverse change in its relations with, or any loss or threatened loss of, any of its suppliers, or its customers disclosed pursuant to Section 2.22, (j)(i) granted any severance or termination pay to any of its directors, officers or employees, (ii) entered into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) or arrangement with any of its directors, officers or employees, (iii) increased any benefits payable under any existing severance or termination pay policies or employment agreements, or (iv) increased the compensation, bonus or other benefits payable to any of its directors or officers or, other...
Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, there has not been any adverse change in the business, financial condition, operations, results of operations, future prospects or anticipated profitability of Prestige. Without limiting the generality of the foregoing, since that date:
(i) Prestige has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in the ordinary course of business;
(ii) Prestige has not entered into any agreement, contract, loan, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than Ten Thousand Dollars ($10,000) or other than in the ordinary course of business;
(iii) No party (including Prestige) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Ten Thousand Dollars ($10,000) to which Prestige is a party or by which it is bound;
(iv) Prestige has not imposed any Security Interest upon any of its assets, tangible or intangible;
(v) Prestige has not made any capital expenditure (or series of related capital expenditures) either involving more than Ten Thousand Dollars ($10,000) or other than in the ordinary course of business;
(vi) Prestige has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than Ten Thousand Dollars ($10,000) in the aggregate;
(vii) Prestige has not delayed or postponed the payment of accounts payable and other Liabilities other than in the ordinary course of business;
(viii) Prestige has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than Ten Thousand Dollars ($10,000) or other than in the ordinary course of business;
(ix) Prestige has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;
(x) Except for the distribution to Shareholders of an aggregate amount of $80,000.00 prior to Closing (the "Distribution"), Prestige has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock and with res...
Events Subsequent to the Balance Sheet Date. Except to the extent ------------------------------------------- provided for in Sections 3.10, 3.11, 3.12, 3.13, 3.25 and 6.6 there has not -------- ---- ---- ---- ---- ---- --- been since the Balance Sheet Date:
(a) Any direct or indirect redemption, purchase or other acquisition by the Company of any capital stock of the Company, or any declaration, setting aside or payment of any dividend or distribution on any capital stock of the Company other than dividends or distributions which would not violate Section 3.25 hereof: ------------
(b) Any increase in the compensation or benefits payable or to become payable by the Company to any of its directors or officers except as disclosed in Schedule 3.7(b); ---------------
(c) Any incurrence by the Company (i) of any indebtedness for borrowed money or (ii) of any other indebtedness or of any liability in respect thereof, except for the incurrence of indebtedness (other than for borrowed money) in the ordinary course of business or any commitment by the Company for an incurrence which would violate (i) or (ii);
(d) Any contractual commitment by the Company to any third party, other than as provided in this Agreement or arising in the ordinary course of the Company's business, relating to (i) the Assets or Business of the Company, or (ii) the acquisition or disposition of Assets of the Company;
(e) Any transaction, other than in the ordinary course of business on the same basis or terms as reflected in the Financial Statements, between the Company and any shareholder, director, officer or affiliate of the Company;
(f) Any change in any accounting policies and procedures or practices by the Company except as provided for in Section 6.1(m); or --------------
(g) Any discount or adjustment in accounts receivable of the Company except as provided in Section 3.25 or arising in the ordinary course of the ------------ Company's business -5- consistent with past practices or the collection of any accounts receivable other than in the ordinary course of business consistent with past practices.
Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, (a) there has not been any Company Material Adverse Effect and (b) neither the Company nor its Subsidiaries taken any actions that, if taken between the date of this Agreement and the Closing Date, would be prohibited by Section 7.1.
Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since that date neither Target nor any of its Subsidiaries has engaged in any practice, taken any action, or entered into any transaction outside the Ordinary Course of Business.
Events Subsequent to the Balance Sheet Date. Since the Balance Sheet Date, there has not been any adverse change in the business, financial condition, operations, results of operations, future prospects or anticipated profitability of any of AVIX or the Related Companies. Without limiting the generality of the foregoing, since that date:
(i) none of AVIX or the Related Companies has sold, leased, transferred, or assigned any of their respective assets, tangible or intangible, other than in the ordinary course of business;
(ii) none of AVIX or the Related Companies have entered into any agreement, contract, loan, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than Two Thousand Dollars ($2,000) or other than in the ordinary course of business;
(iii) No party (including AVIX and the Related Companies) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Two Thousand Dollars ($2,000) to which any of AVIX or the Related Companies are a party or by which they are bound;
(iv) No Security Interest has been imposed upon any of AVIX' or the Related Companies' assets, tangible or intangible;
(v) none of AVIX or the Related Companies have made any capital expenditure (or series of related capital expenditures) either involving more than Two Thousand Dollars ($2,000) or other than in the ordinary course of business;
(vi) none of AVIX or the Related Companies have issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than Two Thousand Dollars ($2,000) in the aggregate;
(vii) none of AVIX or the Related Companies have delayed or postponed the payment of accounts payable and other Liabilities other than in the ordinary course of business;
(viii) none of AVIX or the Related Companies have canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than Two Thousand Dollars ($2,000) or other than in the ordinary course of business;
(ix) none of AVIX or the Related Companies have issued, sold, or otherwise disposed of any of their capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of their capital stock;
(x) none of AVIX or the Related Companies have declared, set...
