Lack of Adverse Changes Sample Clauses

Lack of Adverse Changes. None of the following events shall have occurred: (i) the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of CDRD or any of its subsidiaries or of all or any substantial part of any of their respective property and assets, (ii) CDRD or any of its subsidiaries shall have become generally unable to pay its debts as they become due, (iii) CDRD or any of its subsidiaries shall have made a general assignment for the benefit of its creditors, (iv) CDRD or any of its subsidiaries shall have commenced a voluntary case or had an involuntary case commenced against CDRD or any of its subsidiaries under the Federal Bankruptcy Code or similar law or regulation, (v) CDRD or any of its subsidiaries shall have filed a petition seeking to take advantage of any law providing for the relief or debtors, (vi) CDRD or any of its subsidiaries or any of their respective management shall have become subject to any criminal proceedings or investigations or any enforcement or disciplinary proceedings or investigations initiated by any governmental authority having jurisdiction over CDRD or any of its subsidiaries or such person, respectively, (vii) any announcement shall have been made by the FCC that, or to the effect that, CDRD will not receive a Satellite DARS License, or (viii) taking into account any cash or binding commitments for financing (either of which may only be raised through financings that are either junior to or pari passu with the Preferred Shares in seniority, structure and maturity ("PERMITTED FINANCINGS")) and any deferred payment terms available to CDRD in connection with its acquisition of a Satellite DARS License ("DEFERRED PAYMENT TERMS"), CDRD shall have insufficient liquidity to satisfy all of its scheduled principal and interest obligations, including, without limitation, obligations under any Permitted Financings or Deferred Payment Terms, as such obligations become due during the 13 full months immediately following what would otherwise be the First Closing Date.
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Related to Lack of Adverse Changes

  • No Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.

  • Notice of Adverse Change The Company shall promptly give notice to all holders of any Securities (but in any event within seven (7) days) after becoming aware of the existence of any condition or event which constitutes, or the occurrence of, any of the following:

  • Absence of Adverse Changes Since the date of the Company Balance Sheet until the date of this Agreement, there has not occurred any change, event, circumstance or development that is reasonably likely to have a Company Material Adverse Effect. From the date of the Company Balance Sheet until the date of this Agreement, except as contemplated hereby or as set forth in Section 3.8 of the Company Disclosure Schedule, (a) the business of the Company and the Company Subsidiaries, taken as a whole, has been conducted in the ordinary course of business and (b) none of the Company or any Company Subsidiary has taken any action that would have required the consent of Parent under Section 5.1(b) of this Agreement, had such action or event occurred after the date of this Agreement.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Material Adverse Change A Material Adverse Change occurs;

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

  • Adverse Changes Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect;

  • Financial Condition; No Adverse Change The Borrower has furnished to the Lender its audited financial statements for its fiscal year ended September 30, 2004 and unaudited financial statements for the fiscal-year-to-date period ended August 31, 2005 and those statements fairly present the Borrower’s financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower’s business, properties or condition (financial or otherwise).

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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