Materially Adverse Change. If VENDOR revises a Service Publication and the revision has a materially adverse impact on Customer, and VENDOR does not effect revisions that remedy such materially adverse impact within 30 days after notice from Customer, then Customer may, as Customer’s sole remedy, elect to terminate the affected Service Components on 30 days’ notice to VENDOR, given not later than 90 days after Customer first learns of the revision to the Service Publication. “Materially adverse impacts” do not include changes to non-stabilized pricing, changes required by governmental authority, or assessment of or changes to additional charges such as surcharges or taxes.
Materially Adverse Change. Since the date of the Statements, the Acquiror's business has been operated in the ordinary course and there has not been:
(i) any materially adverse change in the business, condition (financial or otherwise), results of operations, prospects, properties, assets, liabilities, earnings, net worth, business or prospects of the Acquiror for such period, in the aggregate, or at any time during such period;
(ii) any material damage, destruction or loss (whether or not covered by insurance) affecting the Acquiror or its assets, properties or businesses;
(iii) any declaration, setting aside, or payment of any dividend or other distribution in respect of any shares of capital stock of the Acquiror, or any direct or indirect redemption, purchase or other acquisition of any such stock;
(iv) any issuance or sale by the Acquiror or agreement by the Acquiror to sell or pledge any of the Acquiror's securities;
(v) any statute, rule, regulation or order adopted (including orders of regulatory authorities with jurisdiction over the Acquiror or its business) that materially and adversely affects the Acquiror or its business; or
(vi) to the Acquiror's knowledge, any other events or conditions of any character that may reasonably be expected to have a materially adverse effect on the Acquiror or its business.
Materially Adverse Change. Since the date of the Acquiree Statements, the business of the Acquiree has been operated in the ordinary course of business and, except as set forth in Exhibit 4(d), there has not been:
(i) any materially adverse change in the business, condition (financial or otherwise), results of operations, prospects, properties, assets, liabilities, earnings, net worth, business or prospects of Acquiree for such period or at any time during such period;
(ii) any material damage, destruction or loss (whether or not covered by insurance) affecting the Acquiree or its assets, properties, or business;
(iii) any declaration, setting aside, or payment of any dividend or other distribution in respect of any shares of capital stock of Acquiree, or any direct or indirect redemption, purchase or other acquisition of any such stock or any agreement to do so;
(iv) any issuance or sale by the Acquiree or agreement by the Acquiree to sell or pledge any of the Acquiree's securities, nor have any irrevocable proxies been given with respect to the Acquiree's securities;
(v) any statute, rule, regulation or order adopted (including orders of regulatory authorities with jurisdiction over the Acquiree or its business) that materially and adversely affects the Acquiree or its business or financial condition;
(vi) any material increase in the rate of compensation or in bonus or commission payments payable or to become payable to any of the salaried employees of the Acquiree; PROVIDED, HOWEVER, that this paragraph shall not restrict or limit the Acquiree in any way from hiring additional personnel who are needed for its operation; or
(vii) any other events or conditions of any character that may reasonably be expected to have a materially adverse effect on the Acquiree or its business, financial condition or prospects.
Materially Adverse Change. If AT&T revises a Service Publication and the revision has a materially adverse impact on Customer, and AT&T does not effect revisions that remedy such materially adverse impact within 30 days after notice from Customer, then Customer may, as Customer’s sole remedy, elect to terminate the affected Service Components on 30 days’ notice to AT&T, given not later than 90 days after Customer first learns of the revision to the Service Publication. “Materially adverse impacts” do not include changes to non-stabilized pricing, changes required by governmental authority, or assessment of or changes to additional charges such as surcharges or taxes.
Materially Adverse Change. Since the date of the most recent INI Statements, the business of INI has been operated in the ordinary course and there has not been:
(i) Any materially adverse change in the business, condition (financial or otherwise), results of operations, prospects, properties, assets, liabilities, earnings or net worth of INI for such period or at any time during such period.
(ii) Any material damage, destruction or loss (whether or not covered by insurance) affecting INI or its assets, properties or businesses.
(iii) Any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of the capital stock of INI, or any direct or indirect redemption, purchase or other acquisition of any such stock or any agreement to do so.
(iv) Any issuance or sale by INI, or agreement by INI to sell or pledge any of its securities, other than the issuance of common stock as contemplated in Section 9(d) of this Agreement and issuances of common stock to existing shareholders of INI for cash and/or services rendered. No irrevocable proxies been given with respect to any securities of INI.
(v) Any statute, rule, regulation or order adopted by any governmental body, agency or authority (including orders of regulatory authorities with jurisdiction over INI) that materially and adversely affects INI or their respective businesses or financial conditions.
(vi) Any material increase in the rate of compensation or in bonus or commission payments payable or to become payable to any of the salaried employees of INI; provided, however, that this subsection shall not restrict or limit INI in any way from hiring additional personnel who are required for their operations.
(vii) Any other events or conditions of any character that may reasonably be expected to have a materially adverse effect on INI or their business or financial condition.
Materially Adverse Change. Since the date of the audited statements included in the Acquiror Statements, there has been no materially adverse change to the financial condition or operations of the Acquiror or its subsidiary, nor does the Acquiror anticipate any such materially adverse change.
Materially Adverse Change. The occurrence of a materially adverse change in the financial condition of the Borrower or Guarantor.
Materially Adverse Change. If WPG CONSULTING LLC revises a Service and the revision has a materially adverse impact on Customer, and WPG CONSULTING LLC does not affect revisions that remedy such materially adverse impact within 30 days after notice from Customer, then Customer may, as Customer’s sole remedy, elect to terminate the affected Service Components on 30 days’ notice to WPG CONSULTING LLC, given not later than 90 days after the effective date of the WPG CONSULTING LLC revisions. A revision to a Service will not be considered materially adverse to Customer if it changes prices that are not fixed, if the price change was mandated by a governmental authority, or if the change affects a charge imposed under Section 4.d (Taxes).
Materially Adverse Change. Since the date of its formation, the business of SHI has been operated in the ordinary course and there has been no materially adverse change with respect thereto. Other than as set forth on the Company Financial Statements or the Filings, there has been no material adverse change in the business, the assets or the financial or other condition of the Company, and there has not been:
(i) Any materially adverse change in the business, condition (financial or otherwise), results of operations, prospects, properties, assets, liabilities, earnings or net worth of the Company;
(ii) Any material damage, destruction or loss (whether or not covered by insurance) affecting the Company or its respective assets, properties or businesses;
(iii) Any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition of any such stock or any agreement to do so;
(iv) Any issuance or sale by the Company, or agreement by the Company, to sell or pledge any of its securities, nor have any irrevocable proxies been given with respect to its securities;
(v) Any statute, rule, regulation or order adopted by any governmental body, agency or authority (including orders of regulatory authorities with jurisdiction over the Company) that materially and adversely affects the Company or its business or financial conditions;
(vi) Any material increase in the rate of compensation or in bonus or commission payments payable or to become payable to any of the salaried employees of the Company;
(vii) Any merger, consolidation, or reorganization, or any amendment to the certificate of incorporation or bylaws of the Company, provided, however, that the Company intends to file an amended and restated certificate of incorporation to, among other things: change the name of the Company from Shanecy, Inc. to Inc.ubator Capital, Inc.; increase the number of authorized shares of capital stock from 20,000,000 shares to 100,000,000 shares; authorize the issuance of "blank check" preferred stock and a series of preferred stock identified as the Series A Preferred Stock; eliminate cumulative voting for the election of directors; and classify its board of directors into three classes; or
Materially Adverse Change. From the date of the Financial Statements to the date of this Agreement, the businesses of the Companies have been and will be operated in the ordinary course and there has not been and or will be:
(i) Any material adverse change in the business, condition (financial or otherwise), results of operations, prospects, properties, assets, liabilities, earnings or net worth of the Companies for such period or at any time during such period.
(ii) Any material damage, destruction or loss (whether or not covered by insurance) affecting the Companies or their respective assets, properties or businesses.
(iii) Any declaration, setting aside or payment of any dividend or other distribution in respect of any shares of the capital stock of the Companies or any direct or indirect redemption, purchase or other acquisition of any such stock or any agreement to do so.
(iv) Any issuance or sale by the Companies, or agreement by the Companies or any of the the Companies' Stockholders, to sell or pledge any of the Companies' securities, nor have any irrevocable proxies been given with respect to the Companies' securities.
(v) Any statute, rule, regulation or order adopted by any governmental body, agency or authority (including orders of regulatory authorities with jurisdiction over the Companies) that materially and adversely affects the Companies or their respective business or financial condition.
(vi) Any material increase in the rate of compensation or in bonus or commission payments payable or to become payable to any of the salaried employees of the Companies;
(vii) Any other events or conditions of any character that may reasonably be expected to have a materially adverse effect on the Companies or their respective businesses or financial condition.
