Common use of No Changes Since Balance Sheet Date Clause in Contracts

No Changes Since Balance Sheet Date. Except as set forth on ----------------------------------- Schedule 3.26, since the Balance Sheet Date, the operations of the Company have ------------- been conducted in the ordinary and usual course of business and there has been no Material Adverse Change with respect to the Company; no fact, circumstance or event exists or has occurred which could reasonably be expected to result in a Material Adverse Change with respect to the Company; and the Company has not: (a) amended or restated its charter or by-laws (or comparable organizational or governing documents); (b) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (i) any capital stock of, or other equity or voting interest in, the Company or (ii) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (A) any shares of capital stock of, or other equity or voting interest in, the Company, or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the Company; (c) declared, paid or set aside any dividend or made any distribution with respect to, or split, combined, redeemed, reclassified, purchased or otherwise acquired directly, or indirectly, any shares of capital stock of, or other equity or voting interest in, the Company, or made any other change in the capital structure of the Company; (d) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for (i) such increases that were required in accordance with the terms of any Employee Benefit Plan set forth on Schedule -------- 3.21(a) and (ii) salary increases made in the ordinary course of business not ------ exceeding four percent (4%) of the annual base salary for any individual; (e) made any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for payments that were already accrued prior to the Balance Sheet Date or were required by the terms of any Employee Benefit Plan set forth on Schedule 3.21(a); --------------- (f) except as set forth on Schedule 3.26, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a) or outside the ordinary course of business; (g) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(a), except Indebtedness incurred, assumed or modified in the --------------- ordinary course of business consistent with past practice; (h) permitted any of its properties or assets to be subject to any Lien (other than Permitted Liens); (i) sold, transferred, leased, licensed or otherwise disposed of any assets or properties material to the Company, taken as a whole except for (i) sales of inventory in the ordinary course of business consistent with past practice, and (ii) leases or licenses entered into in the ordinary course of business consistent with past practice with annual lease or royalty payments that are not reasonably expected to exceed $10,000; (j) acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (k) made any capital expenditure or commitment therefor in excess of $10,000 individually or otherwise acquired any assets or properties (other than inventory in the ordinary course of business consistent with practice) that are material to the Company, taken as a whole, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (l) entered into, materially amended or become subject to any joint venture, partnership, strategic alliance, shareholders' agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (m) written-off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves which individually and in the aggregate are not material to the Company, taken as a whole; (n) canceled or waived any claims or rights of substantial value; (o) made any change in any method of accounting or auditing practice; (p) made any tax election or settled and/or compromised any tax liability; prepared any Returns in a manner which is inconsistent with the past practices of the Company, with respect to the treatment of items on such Returns; incurred any material liability for Taxes other than in the ordinary course of business; or filed an amended Return or a claim for refund of Taxes with respect to the income, operations or property of the Company; (q) paid, discharged, settled or satisfied any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet; (r) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (s) established, adopted, entered into, amended or terminated any Employee Benefits Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (t) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course of business consistent with past practice; or (u) entered into any contract or letter of intent with respect to (whether or not binding), or otherwise committed or agreed, whether or not in writing, to do any of the foregoing.

No Changes Since Balance Sheet Date. Except as set forth on ----------------------------------- Schedule 3.26, since the Balance Sheet Date, the operations of the Company have ------------- been conducted in the ordinary and usual course of business and there has been no Material Adverse Change with respect to the Company; no fact, circumstance 4.21 or event exists as expressly permitted or has occurred which could reasonably be expected to result in a Material Adverse Change with respect to the Company; and the Company has notcontemplated by this Agreement: (a) amended between the FAST Balance Sheet Date and the date of this Agreement, none of the FAST Companies or restated its charter or by-laws (or comparable organizational or governing documents); (b) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver any of their respective Subsidiaries has (i) incurred any capital stock ofliability or obligation of any nature (whether accrued, absolute, contingent or other equity or voting interest inotherwise), except in the Company or ordinary course of business, (ii) permitted any securities convertible intoof its material assets to be subjected to any mortgage, exchangeable forpledge, lien, security interest, encumbrance, restriction or evidencing charge of any kind (other than FAST Permitted Liens), (iii) sold, transferred or otherwise disposed of any assets except in the right ordinary course of business, (iv) made any capital expenditure Table of Contents or commitment therefor, except in the ordinary course of business, (v) made any distribution to subscribe for its shareholders or acquire either (A) any shares of capital stock of, declared or other equity or voting interest in, the Company, or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the Company; (c) declared, paid or set aside any dividend or made any distribution with respect to, or split, combined, on any shares of its capital stock (vi) redeemed, reclassified, purchased or otherwise acquired directly, or indirectly, any shares of its capital stock ofstock, or other equity or voting interest in, the Company, or made any other change in the capital structure of the Company; (d) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for (i) such increases that were required in accordance with the terms of any Employee Benefit Plan set forth on Schedule -------- 3.21(a) and (ii) salary increases made in the ordinary course of business not ------ exceeding four percent (4%) of the annual base salary for any individual; (evii) made any bonus, bonus or profit sharing, pension, retirement or insurance payment, sharing distribution or arrangement to or with any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for payments that were already accrued prior to the Balance Sheet Date or were required by the terms payment of any Employee Benefit Plan set forth on Schedule 3.21(a); --------------- (f) except as set forth on Schedule 3.26kind, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a) or outside the ordinary course of business; (g) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(a), except Indebtedness incurred, assumed or modified in the --------------- ordinary course of business consistent with past practice; (h) permitted any of its properties or assets to be subject to any Lien (other than Permitted Liens); (i) sold, transferred, leased, licensed or otherwise disposed of any assets or properties material bonuses paid to the Company, taken as a whole except for (i) sales of inventory employees in the ordinary course of business consistent with past practice, and (iiviii) leases or licenses entered into increased its indebtedness for borrowed money, except current borrowings from banks in the ordinary course of business consistent with past practice with annual lease business, or royalty payments that are not reasonably expected made any loan to exceed $10,000; (j) acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceableix) with respect to the foregoing; (k) made any capital expenditure or commitment therefor in excess of $10,000 individually or otherwise acquired any assets or properties (other than inventory in the ordinary course of business consistent with practice) that are material to the Company, taken as a whole, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (l) entered into, materially amended or become subject to any joint venture, partnership, strategic alliance, shareholders' agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (m) written-written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves reserves, none of which individually and or in the aggregate are not is material to the CompanyFAST Companies and their respective Subsidiaries, taken as a whole; , (nx) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, except in the ordinary course of business, (xi) canceled or waived any claims or rights of substantial material value;, (xii) entered into any change-in-control arrangement with any Person, (xiii) otherwise conducted its business or entered into any material transaction, except in the ordinary course of business or (xiv) agreed, whether or not in writing, to do any of the foregoing; and (ob) since the FAST Balance Sheet Date, none of the FAST Companies or any of their respective Subsidiaries has (i) granted or issued any option, warrant or other right to purchase or acquire any shares of its capital stock, other than grants of options to employees in the Ordinary Course, (ii) made any change in any method of accounting or auditing practice; , unless required to do so by applicable law or GAAP or (piii) made any tax election or settled and/or compromised any tax liability; prepared any Returns in a manner which is inconsistent with the past practices of the Company, with respect to the treatment of items on such Returns; incurred any material liability for Taxes other than in the ordinary course of business; or filed an amended Return or a claim for refund of Taxes with respect to the income, operations or property of the Company; (q) paid, discharged, settled or satisfied any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet; (r) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (s) established, adopted, entered into, amended or terminated any Employee Benefits Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (t) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course of business consistent with past practice; or (u) entered into any contract or letter of intent with respect to (whether or not binding), or otherwise committed or agreed, whether or not in writing, to do any of the foregoing.

No Changes Since Balance Sheet Date. Except as set forth on ----------------------------------- Schedule 3.263.25, since the Balance Sheet Date, the operations of the Company have ------------- been conducted in the ordinary and usual course of business and Date there has not been no a Material Adverse Change with respect to the CompanyOptiant; no fact, circumstance circumstance, or event exists or has occurred which that could reasonably be expected to result in a Material Adverse Change with respect to the CompanyOptiant; and the Company has notneither Optiant nor any of its Subsidiaries has: (a) amended or restated its charter or by-laws bylaws (or comparable organizational or governing documents); (b) authorized for issuance, issued, sold, delivered delivered, or agreed or committed to issue, sell or deliver deliver: (i) any capital stock of, or other equity or voting interest in, the Company Optiant or any of its Subsidiaries; or (ii) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either either: (A) any shares of capital stock of, or other equity or voting interest in, the Company, Optiant or any of its Subsidiaries; or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the CompanyOptiant or any of its Subsidiaries; (c) declared, paid paid, or set aside any dividend or made any distribution with respect to, or split, combined, redeemed, reclassified, purchased purchased, or otherwise acquired directlyacquired, directly or indirectly, any shares of capital stock of, or other equity or voting interest in, the CompanyOptiant or any of its Subsidiaries, or made any other change in the capital structure of the CompanyOptiant or any of its Subsidiaries; (d) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, employee or agent being paid an annual base salary of $50,000 or moreemployee, agent, or any director of the CompanyOptiant, except for (i) such increases that were required in accordance with the terms of any Employee Benefit Plan set forth on Schedule -------- 3.21(a) and (ii) salary increases made in the ordinary course of business not ------ exceeding four percent (4%) of the annual base salary for any individual3.20(a); (e) made any bonus, profit sharing, pension, retirement retirement, or insurance payment, distribution or arrangement to or with any officer, employee or agent being paid an annual base salary of $50,000 or moreemployee, agent, or any director of the CompanyOptiant, except for payments that were already accrued prior to the Balance Sheet Date or were required by the terms of any Employee Benefit Plan set forth on Schedule 3.21(a3.20(a); ---------------. (f) except as set forth on Schedule 3.26, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a3.12(a) or outside the ordinary course Ordinary Course of businessBusiness; (g) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(a3.12(a), except Indebtedness incurred, assumed or modified in the --------------- ordinary course Ordinary Course of business Business consistent with past practice; (h) permitted any of its properties or assets to be subject to any Lien (other than Permitted Liens); (i) sold, transferred, leased, licensed licensed, or otherwise disposed of any assets or properties material to the CompanyOptiant and its Subsidiaries, taken as a whole whole, except for (i) sales of inventory in the ordinary course Ordinary Course of business Business consistent with past practice, and (ii) leases or licenses entered into in the ordinary course Ordinary Course of business Business consistent with past practice with annual lease or royalty payments that are not reasonably expected to exceed $10,000; (j) acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (k) made any capital expenditure or commitment therefor in excess of $10,000 individually or otherwise acquired any assets or properties (other than inventory in the ordinary course Ordinary Course of business Business consistent with past practice) that are material to the CompanyOptiant and its Subsidiaries, taken as a whole, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (l) entered into, materially amended or become subject to any joint venture, partnership, strategic alliance, shareholders' ’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (m) written-written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course Ordinary Course of business Business consistent with past practice charged to applicable reserves which individually and in the aggregate are not material to the CompanyOptiant and its Subsidiaries, taken as a whole; (n) canceled or waived any claims or rights of substantial value; (o) made any change in any method of accounting or auditing practice; (p) made any tax election or settled and/or or compromised any tax liability; prepared any Returns Tax Return in a manner which is inconsistent with the past practices of Optiant or such Subsidiary, as the Companycase may be, with respect to the treatment of items on such ReturnsTax Return; incurred any material liability for Taxes other than in the ordinary course Ordinary Course of businessBusiness; or filed an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of the CompanyOptiant or its Subsidiaries; (q) paid, discharged, settled settled, or satisfied any claims, liabilities liabilities, or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course Ordinary Course of business Business and consistent with past practice of liabilities Liabilities reflected or reserved against in the Balance Sheet; (r) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (s) established, adopted, entered into, amended or terminated any Employee Benefits Benefit Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (ts) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course Ordinary Course of business Business consistent with past practice; or (ut) entered into any contract or letter of intent with respect to (whether or not binding), or otherwise committed or agreed, whether or not in writing, to do any of the foregoing.

No Changes Since Balance Sheet Date. Except as set forth on ----------------------------------- Schedule 3.26, since the Balance Sheet Date, the operations of the Company have ------------- been conducted in the ordinary and usual course of business and there has been no Material Adverse Change with respect to the Company; no fact, circumstance or event exists or has occurred which could reasonably be expected to result in a Material Adverse Change with respect to the Company; and the Company has not: (a) amended or restated its charter or by-laws (or comparable organizational or governing documents); (b) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (i) any capital stock of, or other equity or voting interest in, the Company or (ii) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (A) any shares of capital stock of, or other equity or voting interest in, the Company, or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the Company; (c) declared, paid or set aside any dividend or made any distribution with respect to, or split, combined, redeemed, reclassified, purchased or otherwise acquired directly, or indirectly, any shares of capital stock of, or other equity or voting interest in, the Company, or made any other change in the capital structure of the Company; (d) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for (i) such increases that were required in accordance with the terms of any Employee Benefit Plan set forth on Schedule -------- 3.21(a) and (ii) salary increases made in the ordinary course of business not ------ exceeding four percent (4%) of the annual base salary for any individual; (e) made any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for payments that were already accrued prior to the Balance Sheet Date or were required by the terms of any Employee Benefit Plan set forth on Schedule 3.21(a); ---------------; (f) except as set forth on Schedule 3.26, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a) or outside the ordinary course of business; (g) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(a), except Indebtedness incurred, assumed or modified in the --------------- ordinary course of business consistent with past practice; (h) permitted any of its properties or assets to be subject to any Lien (other than Permitted Liens); (i) sold, transferred, leased, licensed or otherwise disposed of any assets or properties material to the Company, taken as a whole except for (i) sales of inventory in the ordinary course of business consistent with past practice, and (ii) leases or licenses entered into in the ordinary course of business consistent with past practice with annual lease or royalty payments that are not reasonably expected to exceed $10,000; (j) acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (k) made any capital expenditure or commitment therefor in excess of $10,000 individually or otherwise acquired any assets or properties (other than inventory in the ordinary course of business consistent with practice) that are material to the Company, taken as a whole, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (l) entered into, materially amended or become subject to any joint venture, partnership, strategic alliance, shareholders' agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (m) written-off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves which individually and in the aggregate are not material to the Company, taken as a whole; (n) canceled or waived any claims or rights of substantial value; (o) made any change in any method of accounting or auditing practice; (p) made any tax election or settled and/or compromised any tax liability; prepared any Returns in a manner which is inconsistent with the past practices of the Company, with respect to the treatment of items on such Returns; incurred any material liability for Taxes other than in the ordinary course of business; or filed an amended Return or a claim for refund of Taxes with respect to the income, operations or property of the Company; (q) paid, discharged, settled or satisfied any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet; (r) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (s) established, adopted, entered into, amended or terminated any Employee Benefits Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (t) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course of business consistent with past practice; or (u) entered into any contract or letter of intent with respect to (whether or not binding), or otherwise committed or agreed, whether or not in writing, to do any of the foregoing.

No Changes Since Balance Sheet Date. Except as set forth in the ----------------------------------- Company SEC Reports filed prior to the date of this Agreement, on ----------------------------------- Schedule 3.263.21 ------------- or as expressly permitted or contemplated by this Agreement, since the Company Balance Sheet Date, the operations of Date neither the Company have ------------- been conducted in the ordinary and usual course nor any of business and there its Subsidiaries has been no Material Adverse Change with respect to the Company; no fact, circumstance or event exists or has occurred which could reasonably be expected to result in a Material Adverse Change with respect to the Company; and the Company has not: (a) amended incurred any liability or restated its charter obligation of any nature (whether accrued, absolute, contingent or by-laws (or comparable organizational or governing documentsotherwise); (b) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (i) any capital stock of, or other equity or voting interest in, the Company or (ii) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (A) any shares of capital stock of, or other equity or voting interest in, the Company, or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the Company; (c) declared, paid or set aside any dividend or made any distribution with respect to, or split, combined, redeemed, reclassified, purchased or otherwise acquired directly, or indirectly, any shares of capital stock of, or other equity or voting interest in, the Company, or made any other change in the capital structure of the Company; (d) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for (i) such increases that were required in accordance with the terms of any Employee Benefit Plan set forth on Schedule -------- 3.21(a) and (ii) salary increases made in the ordinary course of business not ------ exceeding four percent business, (4%) of the annual base salary for any individual; (e) made any bonus, profit sharing, pension, retirement or insurance payment, distribution or arrangement to or with any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for payments that were already accrued prior to the Balance Sheet Date or were required by the terms of any Employee Benefit Plan set forth on Schedule 3.21(a); --------------- (f) except as set forth on Schedule 3.26, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a) or outside the ordinary course of business; (g) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(a), except Indebtedness incurred, assumed or modified in the --------------- ordinary course of business consistent with past practice; (hb) permitted any of its properties or assets to be subject subjected to any Lien mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind (other than Permitted Liens); , (ic) sold, transferred, leased, licensed transferred or otherwise disposed of any assets or properties material to the Company, taken as a whole except for (i) sales of inventory in the ordinary course of business consistent with past practicebusiness, and (ii) leases or licenses entered into in the ordinary course of business consistent with past practice with annual lease or royalty payments that are not reasonably expected to exceed $10,000; (j) acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (kd) made any capital expenditure or commitment therefor in excess of $10,000 individually or otherwise acquired any assets or properties (other than inventory therefor, except in the ordinary course of business consistent with practicebusiness, (e) that are material made any distribution to its shareholders or declared or paid any dividend or made any distribution on any shares of its capital stock (f) redeemed, purchased or otherwise acquired any shares of its capital stock, (g) granted or issued any option, warrant or other right to purchase or acquire any shares of its capital stock, (h) made any bonus or profit sharing distribution or payment of any kind, (i) increased its indebtedness for borrowed money, except current borrowings from banks in the Company, taken as a wholeordinary course of business, or entered into made any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (l) entered into, materially amended or become subject loan to any joint venturePerson, partnership, strategic alliance, shareholders' agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (mj) written-written off as uncollectible any notes or accounts receivable, except write-write- offs in the ordinary course of business consistent with past practice charged to applicable reserves reserves, none of which individually and or in the aggregate are not is material to the CompanyCompany and its Subsidiaries, taken as a whole; , (nk) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, except in the ordinary course of business, (l) canceled or waived any claims or rights of substantial material value; , (om) made any change in any method of accounting or auditing practice; , (pn) made any tax election otherwise conducted its business or settled and/or compromised any tax liability; prepared any Returns in a manner which is inconsistent with the past practices of the Company, with respect to the treatment of items on such Returns; incurred entered into any material liability for Taxes other than in the ordinary course of business; or filed an amended Return or a claim for refund of Taxes with respect to the incometransaction, operations or property of the Company; (q) paid, discharged, settled or satisfied any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions except in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet; (ro) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (s) established, adopted, entered into, amended or terminated any Employee Benefits Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (t) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course of business consistent with past practice; or (u) entered into any contract or letter of intent with respect to (whether or not binding), or otherwise committed or agreed, whether or not in writing, to do any of the foregoing.

No Changes Since Balance Sheet Date. Except as set forth on ----------------------------------- Schedule 3.263.25, since the Balance Sheet Date, the operations of the Company have ------------- been conducted in the ordinary and usual course of business and Date there has not been no a Material Adverse Change with respect to the CompanyDMI; no fact, circumstance circumstance, or event exists or has occurred which that could reasonably be expected to result in a Material Adverse Change with respect to the CompanyDMI; and the Company has notneither DMI nor any of its Subsidiaries has: (ai) amended or restated its charter or by-laws bylaws (or comparable organizational or governing documents); (bii) authorized for issuance, issued, sold, delivered delivered, or agreed or committed to issue, sell or deliver deliver: (iA) any capital stock of, or other equity or voting interest in, the Company DMI or any of its Subsidiaries or (iiB) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either either: (AI) any shares of capital stock of, or other equity or voting interest in, the CompanyDMI or any of its Subsidiaries, or or (BII) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the CompanyDMI or any of its Subsidiaries; (ciii) declared, paid paid, or set aside any dividend or made any distribution with respect to, or split, combined, redeemed, reclassified, purchased purchased, or otherwise acquired directly, or indirectly, any shares of capital stock of, or other equity or voting interest in, the CompanyDMI or any of its Subsidiaries, or made any other change in the capital structure of the CompanyDMI or any of its Subsidiaries; (div) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, employee or agent being paid an annual base salary of $50,000 or moreemployee, agent, or any director of the CompanyDMI, except for for: (iA) such increases that were required in accordance with the terms of any Employee Benefit Plan set forth on Schedule -------- 3.21(a3.20(a) and and (iiB) salary increases made in the ordinary course Ordinary Course of business Business not ------ exceeding four percent (4%) of the annual base salary for any individual; (ev) made any bonus, profit sharing, pension, retirement retirement, or insurance payment, distribution or arrangement to or with any officer, employee or agent being paid an annual base salary of $50,000 or moreemployee, agent, or any director of the CompanyDMI, except for payments that were already accrued prior to the Balance Sheet Date or were required by the terms of any Employee Benefit Plan set forth on Schedule 3.21(a3.20(a); ---------------. (fvi) except as set forth on Schedule 3.26, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a3.12(a) or outside the ordinary course Ordinary Course of businessBusiness; (gvii) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(a3.12(a), except Indebtedness incurred, assumed or modified in the --------------- ordinary course Ordinary Course of business Business consistent with past practice; (hviii) permitted any of its properties or assets to be subject to any Lien (other than Permitted Liens); (iix) sold, transferred, leased, licensed licensed, or otherwise disposed of any assets or properties material to the CompanyDMI and its Subsidiaries, taken as a whole except for (i) sales of inventory in the ordinary course Ordinary Course of business Business consistent with past practice, and (ii) leases or licenses entered into in the ordinary course Ordinary Course of business Business consistent with past practice with annual lease or royalty payments that are not reasonably expected to exceed $10,000; (jx) acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (kxi) made any capital expenditure or commitment therefor in excess of $10,000 individually or otherwise acquired any assets or properties (other than inventory in the ordinary course Ordinary Course of business Business consistent with practice) that are material to the CompanyDMI and its Subsidiaries, taken as a whole, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (lxii) entered into, materially amended or become subject to any joint venture, partnership, strategic alliance, shareholders' ’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (mxiii) written-off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course Ordinary Course of business Business consistent with past practice charged to applicable reserves which individually and in the aggregate are not material to the CompanyDMI and its Subsidiaries, taken as a whole; (nxiv) canceled or waived any claims or rights of substantial value; (oxv) made any change in any method of accounting or auditing practice; (pxvi) made any tax election or settled and/or compromised any tax liability; prepared any Returns in a manner which is inconsistent with the past practices of DMI or such Subsidiary, as the Companycase may be, with respect to the treatment of items on such Returns; incurred any material liability for Taxes other than in the ordinary course Ordinary Course of businessBusiness; or filed an amended Return or a claim for refund of Taxes with respect to the income, operations or property of the CompanyDMI or its Subsidiaries; (qxvii) paid, discharged, settled settled, or satisfied any claims, liabilities liabilities, or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course Ordinary Course of business Business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet; (r) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (sxviii) established, adopted, entered into, amended or terminated any Employee Benefits Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (t) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course of business consistent with past practice; or (u) entered into any contract or letter of intent with respect to (whether or not binding), or otherwise committed or agreed, whether or not in writing, to do any of the foregoing.

No Changes Since Balance Sheet Date. Except as otherwise set forth on ----------------------------------- in Schedule 3.264.13, since the Balance Sheet Date, the operations of the Company have ------------- been conducted in the ordinary and usual course of business and Date there has not been no a Material Adverse Change with respect to the Companyany Company Group Member; no fact, circumstance circumstance, or event exists or has occurred which could that would reasonably be expected to result in a Material Adverse Change with respect to the Companyany Company Group Member; and the no Company has notGroup Member has: (a) amended or restated its charter or by-laws (or comparable organizational or governing documents); (b) authorized for issuance, issued, sold, delivered delivered, or agreed or committed to issue, sell or deliver deliver: (i) any capital stock of, or other equity or voting interest in, the any Company or Group Member; or (ii) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (A) any shares of capital stock of, or other equity or voting interest in, the Company, or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the Companyany Company Group Member; (c) declared, paid or set aside any dividend or made any distribution with respect to, or split, combined, redeemed, reclassified, purchased or otherwise acquired directly, or indirectly, any shares of capital stock of, or other equity or voting interest in, the Company, or made any other change in the capital structure of the Company; (db) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any director, officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for (i) such increases that were required in accordance with the terms of any Employee Benefit Plan set forth on Schedule -------- 3.21(a) Company Group Member, other than pursuant to the Founders Agreements and (ii) salary increases raises or bonuses made in the ordinary course Ordinary Course of business not ------ exceeding four percent (4%) of the annual base salary for any individualBusiness and consistent with past practice; (ec) other than the Company Group’s obligations in respect of the Transaction Bonus Amount, made any bonus, profit sharing, pension, retirement or insurance payment, or distribution or arrangement to or with any director, officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the CompanyCompany Group Member, except for payments that were already accrued prior to the Balance Sheet Date or were required by compensation paid in the terms Ordinary Course of any Employee Benefit Plan set forth on Schedule 3.21(a); ---------------Business; (fd) except as set forth on Schedule 3.26, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a) or outside the ordinary course of business4.16(a); (ge) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(a4.16(a), except Indebtedness incurred, assumed or modified in the --------------- ordinary course Ordinary Course of business Business consistent with past practice; (hf) permitted any of its properties or assets to be subject to any Lien (other than Permitted Liens); (ig) sold, transferred, leased, licensed licensed, or otherwise disposed of any assets or properties material to the Company, taken as a whole any Company Group Member except for (i) sales of inventory products or services in the ordinary course Ordinary Course of business Business consistent with past practice, ; and (ii) leases or licenses entered into in the ordinary course Ordinary Course of business Business consistent with past practice with annual lease or royalty payments that are not reasonably expected to exceed $10,00025,000; (jh) other than the acquisition by the Belgium Subsidiary of one-half of the issued and outstanding capital of the Indian Subsidiary, acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (ki) made any capital expenditure or commitment therefor in excess of $10,000 25,000 individually or otherwise acquired any assets or properties (other than inventory in the ordinary course Ordinary Course of business Business consistent with past practice) that are material to the Company, taken as a whole, any Company Group Member or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (lj) entered into, materially amended or become subject to any joint venture, partnership, strategic alliance, shareholders' equity owners’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (mk) written-written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course Ordinary Course of business Business consistent with past practice charged to applicable reserves which individually and in the aggregate are not material to the Company, taken as a wholeCompany Group; (nl) canceled or waived any claims or rights of substantial value; (om) except as contemplated by this Agreement, made any change in any method of accounting or auditing practice; (pn) made any tax election or settled and/or or compromised any tax liability; prepared any Returns Tax Return in a manner which is inconsistent with the past practices of such Company Group Member, as the Companycase may be, with respect to the treatment of items on such ReturnsTax Return; incurred any material liability for Taxes other than in the ordinary course Ordinary Course of businessBusiness; or filed an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of the CompanyShareholders; (qo) paid, discharged, settled settled, or satisfied any claims, liabilities liabilities, or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course Ordinary Course of business Business and consistent with past practice practice, of liabilities Liabilities reflected or reserved against in the Balance SheetSheet or incurred in the Ordinary Course of Business since the Balance Sheet Date; (r) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (sp) established, adopted, entered into, amended or terminated any Employee Benefits Benefit Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (tq) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course Ordinary Course of business Business consistent with past practice; or (ur) entered into any contract Contract or letter of intent with respect to (whether or not binding), or otherwise committed or agreed, whether or not in writing, to do any of the foregoing.

No Changes Since Balance Sheet Date. Except as set forth on in ----------------------------------- Schedule 3.263.24 attached hereto, since the Balance Sheet Date, the operations of except as expressly ------------- permitted or required by this Agreement, neither the Company have ------------- been conducted in the ordinary and usual course nor any of business and there its subsidiaries has been no Material Adverse Change with respect to the Company; no fact, circumstance or event exists or has occurred which could reasonably be expected to result in a Material Adverse Change with respect to the Company; and the Company has not: (a) amended incurred any liability or restated its charter or by-laws (or comparable organizational or governing documents); (b) authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (i) any capital stock of, or other equity or voting interest in, the Company or (ii) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (A) any shares of capital stock of, or other equity or voting interest in, the Company, or (B) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of the capital stock of, or other equity or voting interest in, the Company; (c) declared, paid or set aside any dividend or made any distribution with respect to, or split, combined, redeemed, reclassified, purchased or otherwise acquired directly, or indirectly, any shares of capital stock of, or other equity or voting interest in, the Company, or made any other change in the capital structure of the Company; (d) increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for (i) such increases that were required in accordance with the terms obligation of any Employee Benefit Plan set forth on Schedule -------- 3.21(a) and nature (ii) salary increases made in the ordinary course of business not ------ exceeding four percent (4%) of the annual base salary for any individual; (e) made any bonuswhether accrued, profit sharingabsolute, pension, retirement contingent or insurance payment, distribution or arrangement to or with any officer, employee or agent being paid an annual base salary of $50,000 or more, or any director of the Company, except for payments that were already accrued prior to the Balance Sheet Date or were required by the terms of any Employee Benefit Plan set forth on Schedule 3.21(a); --------------- (f) except as set forth on Schedule 3.26, entered into, materially ------------- amended or become subject to any Contract of a type described in Section 3.13(a) or outside the ordinary course of business; (g) incurred, assumed or modified any Indebtedness not set forth on Schedule 3.13(aotherwise), except Indebtedness incurred, assumed or modified in the --------------- ordinary course of business consistent with past practice; (h) permitted any of its properties or assets to be subject to any Lien (other than Permitted Liens); (i) sold, transferred, leased, licensed or otherwise disposed of any assets or properties material to the Company, taken as a whole except for (i) sales of inventory in the ordinary course of business consistent with past practice, and (iib) leases permitted any of its assets to be subjected to any Lien (other than Permitted Liens), (c) sold, transferred or licenses entered into otherwise disposed of any assets except in the ordinary course of business consistent with past practice with annual lease practice, or royalty payments that are not reasonably expected to exceed $10,000; (j) acquired made any acquisition of all or any part of the properties, capital stock or business or of any other Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (kd) made any capital expenditure or commitment therefor in excess of $10,000 individually 50,000, individually, or $500,000, in the aggregate, (e) declared or paid any dividend or made any distribution on any shares of its capital stock, (f) redeemed, purchased or otherwise acquired any assets shares of its capital stock, (g) granted or properties issued any Option, with respect to any shares of its capital stock, (other than inventory h) made any bonus or profit sharing distribution or payment of any kind, (i) increased its indebtedness for borrowed money, except current borrowings from banks in the ordinary course of business consistent with practice) that are material to the Company, taken as a wholebusiness, or entered into made any Contract, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (l) entered into, materially amended or become subject loan to any joint venturePerson, partnership, strategic alliance, shareholders' agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (mj) written-written off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, none of which individually or in the aggregate is material to the Company and its subsidiaries, (k) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any executive employee or other employees, except in the ordinary course of business, consistent with past practice charged to applicable reserves which individually and in the aggregate are not material to the Companypractice, taken as a whole; (nl) canceled or waived any claims or rights of substantial value; , (om) made any change in any method of accounting or auditing practice; , (pn) made otherwise conducted its business or entered into any tax election or settled and/or compromised any tax liability; prepared any Returns transaction, except in a the usual and ordinary manner which is inconsistent with the past practices of the Company, with respect to the treatment of items on such Returns; incurred any material liability for Taxes other than and in the ordinary course of business; or filed an amended Return or a claim for refund of Taxes with respect to the income, operations or property of the Company; (q) paid, discharged, settled or satisfied any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet; (r) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Company; (s) established, adopted, entered into, amended or terminated any Employee Benefits Plan or any collective bargaining, thrift, compensation or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees; (t) conducted its cash management customs and practices (including the collection of receivables and payment of payables) other than in the ordinary course of business consistent with past practice; or (u) entered into any contract or letter of intent with respect to (whether or not binding), or otherwise committed or (o) agreed, whether or not in writing, to do any of the foregoing. To the knowledge of the Company, no fact or condition exists or is contemplated or threatened which might cause any change described in clauses (a) through (o) above in the future.