Interim Events. Except as otherwise permitted hereunder, since December 31, 2015, or as set forth in the Disclosure Schedule, neither BDC nor any of its Subsidiaries has:
(a) experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on BDC;
(b) Suffered any damage, destruction or loss to any of its properties, not fully paid by insurance proceeds, in excess of $25,000 individually or in the aggregate;
(c) Declared, distributed or paid any dividend or other distribution to its shareholders, except for payment of dividends as permitted by Section 6.03 hereof;
(d) Repurchased, redeemed or otherwise acquired shares of its common stock, issued any shares of its common stock or stock appreciation rights or sold or agreed to issue or sell any shares of its common stock, including the issuance of any stock options, or any right to purchase or acquire any such stock or any security convertible into such stock or taken any action to reclassify, recapitalize or split its stock;
(e) Granted or agreed to grant any increase in benefits payable or to become payable under any pension, retirement, profit sharing, health, bonus, insurance or other welfare benefit plan or agreement to employees, officers or directors of BDC or a Subsidiary;
(f) Increased the salary of any director, officer or employee, except for normal increases in the ordinary course of business and in accordance with past practices, or entered into any employment contract, indemnity agreement or understanding with any officer or employee or installed any employee welfare, pension, retirement, stock option, stock appreciation, stock dividend, profit sharing or other similar plan or arrangement;
(g) Leased, sold or otherwise disposed of any of its assets except in the ordinary course of business or leased, purchased or otherwise acquired from third parties any assets except in the ordinary course of business;
(h) Except for the Merger contemplated by this Agreement, merged, consolidated or sold shares of its common stock, agreed to merge or consolidate with or into any third party, agreed to sell any shares of its common stock or acquired or agreed to acquire any stock, equity interest, assets or business of any third party;
(i) Incurred, assumed or guaranteed any obligation or liability (fixed or contingent) other than obligations and liabilities incurred in the ordinary course of business;
(j) Mortgaged, pledged or subjected to a lien, securit...
Interim Events. Since December 31, 1999, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.
Interim Events. Since December 31, 2000, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.
Interim Events. Seller agrees that Seller will take no action prior to the Closing, other than in the ordinary course of Business, which would or might have a material adverse effect upon the financial condition of Seller, and no benefits will be paid or incurred to shareholders, officers, or directors of Seller between the date hereof and the Closing, other than as is consistent with past activities and practices. Seller will use Seller's best efforts to preserve for Buyer the present relationships of Seller with Seller's employees, customers and others having business relations with Seller.
Interim Events. Except as provided in the Disclosure Schedule, since December 31, 2003, Seller has not paid or declared any dividend or made any other distribution to its sole shareholder or taken any other action which if taken after the date of this Agreement would require the prior written consent of Buyer under Section 7.06 hereof.
Interim Events. None of the events listed in Sections 6.8(a) through (h) shall have occurred without the Buyer's written consent.
Interim Events. Since December 31, 2015, neither Horizon nor any of its Subsidiaries has experienced any events, changes, developments or occurrences which have had, or are reasonably likely to have, a Material Adverse Effect on Horizon.
Interim Events. Since the filing by the Company of its Quarterly Report on Form 10-Q on November 9, 2009, neither the Company nor any Subsidiary (i) has entered into or is party to or is otherwise bound by any written or oral contract, agreement, understanding, arrangement, lease, guaranty, or other obligation or series of related obligations or transactions; (ii) is a party to, or, directly or indirectly bound by any indenture, mortgage, deed of trust, or other agreement or instrument relating to the borrowing of money, the guarantee of indebtedness, or the granting of any security interest, negative pledge or other encumbrance on the assets of the Company or such Subsidiary; or (iii) has incurred or is subject to any liabilities or obligations, fixed or contingent, matured or unmatured, or otherwise, which in each case of subclauses (i) through (iii) is required to be disclosed in a SEC Report. Since the filing by the Company of the Form 10-K, and except as otherwise disclosed in SEC Reports, there have not been any events, changes or occurrences that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.
Interim Events. (a) Except as set forth in Schedule 2.20 of the Disclosure Schedules, between December 31, 2002 to the date of this Agreement, to the knowledge of Unified or UBC, no event has occurred and no fact or circumstance shall have come to exist which, directly or indirectly, individually or taken together with all other facts, circumstances and events, has had, or is reasonably likely to have, a Material Adverse Effect on UBC. Solely for purposes of this Section 2.20(a), a Material Adverse Effect on UBC shall be measured against the financial position, results of operations or business of UBC as it existed as of December 31, 2002 (as opposed to the date of this Agreement).
(b) From and after December 31, 2002 through the date of this Agreement, except as set forth in the UBC Financial Statements or except as disclosed in the Disclosure Schedules: (i) UBC has conducted its business in the ordinary and usual course consistent with past practices; (ii) UBC has not issued, sold, granted, conferred or awarded any of its equity securities, or any corporate debt securities which would be classified under GAAP as long-term debt on the balance sheets of UBC; (iii) UBC has not effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) UBC has not declared, set aside or paid any dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased or exchanged, or otherwise acquired or disposed of, directly or indirectly, any of its equity securities; (v) UBC has not incurred any obligation or liability (absolute or contingent), except liabilities incurred in the ordinary course of business, or subjected to lien any of its assets or properties other than in the ordinary course of business consistent with past practice; (vi) UBC has not discharged or satisfied any lien or paid any obligation or liability (absolute or contingent), other than in the ordinary course of business; (vii) UBC has not sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration in the ordinary course of business; (viii) except as required by contract or law, UBC has not (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except in accordance with existing policy, (B) entered into any new, or amended or supplemented any existing, employment, management, consulting, deferre...
Interim Events. 21 3.28 Indemnification...........................................................................21 3.29 Disclosures...............................................................................21
