Common use of No Material Adverse Change in Business Clause in Contracts

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 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, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 financial condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there has been no development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, (C) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no liabilities or obligations incurred, direct or contingent, nor transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the common stock and preferred stock of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus (in each case as supplemented or the Prospectusamended), except as otherwise stated therein or contemplated thereby, (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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company’s common stock, direct or contingentpar value $1.00 per share (“Common Stock”), entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise disclosed therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company or, other than to the Company, any Subsidiary (as defined in Section 1(a)(viii) hereof) on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries, considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for dividends on the Common Stock as described in the Registration Statement in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there have been no material liabilities except for regular dividends on the Company’s common stock or obligationspreferred stock, direct or contingentin amounts per share that are consistent with past practice, entered into by the Company or any of its Subsidiaries and (D) respectively, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations), direct or contingentexcept for regular quarterly dividends on the Company’s common stock, entered into by par value $0.001 per share (the Company or any of its Subsidiaries and (D) “Common Stock”), in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, enterprise and (C) there have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the common stock of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, except for dividends paid by the Company in the ordinary course of business consistent with past practice.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries, considered as one enterprise, enterprise and (C) there have been no material liabilities or obligationsexcept for dividends on the Common Stock as described in the Registration Statement in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular dividends on the Common Stock and the Company's preferred stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as date of which information is given the most recent financial statements of the Company included 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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company’s outstanding Ordinary Shares in amounts per ordinary share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Shares, direct or contingentpar value $0.01 per share, entered into by of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

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 earningsresults of operations, 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 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, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 have been no material liabilities or obligationsexcept for regular dividends on the Common Stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Stock prior to the suspension of such dividends in the third quarter of the fiscal year ended March 31, direct or contingent2009, entered into by the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as date of which information is given the most recent financial statements of the Company included 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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company’s outstanding ordinary shares in amounts per ordinary share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, as of the date hereof, each Applicable Time and each Settlement Date (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 subsidiaries taken as one enterprisea whole, 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 its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterpriseCompany, (C) there have has been no material liabilities obligation, contingent or obligationsotherwise, direct directly or contingent, entered into indirectly incurred by the Company or any of its Subsidiaries that could reasonably be likely to have a Material Adverse Effect and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock or repurchase or redemption by the Company for any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there have been no material liabilities except for regular dividends on the Company's common stock or obligationspreferred stock, direct in amounts per share that are consistent with past practice or contingentthe applicable charter document or supplement thereto, entered into by the Company or any of its Subsidiaries and (D) respectively, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its Subsidiaries 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities except for regular dividends on the Company's common stock or obligationspreferred stock, direct or contingentin amounts per share that are consistent with past practice, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into except for the stock dividend to be declared by the Company or any of its Subsidiaries prior to and (D) in connection with the Combination, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as may otherwise be stated therein or contemplated thereby, (A1) 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B2) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterpriseenterprise and (3) except for regular dividends on the common stock, (C) there have been no material liabilities or obligationspar value $3.33-1/3 per share, direct or contingent, entered into by of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (Ai) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, stockholders' equity, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (Bii) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (Diii) except for regular quarterly dividends on the Bank Preferred Stock (as defined in the Prospectus) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Bank or the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 the 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 its Subsidiariesany Subsidiary, 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 have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for dividends on the Common Stock as described in the Registration Statement in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the shares of common stock of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the common stock, direct or contingentpar value $0.01 per share, entered into by of the Company or any of its Subsidiaries and (D) the “Common Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 have been no material liabilities or obligationsexcept for regular quarterly dividends with respect to Common Stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as may otherwise be stated therein or contemplated thereby, (A1) 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B2) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries enterprise and (D3) except for the dividend of $0.18 per share declared on the Company’s common stock, par value $0.01, declared on January 27, 2015, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration StatementStatements, 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 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, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Stock and on the Company’s outstanding Series A Preferred Stock, direct or contingentin amounts per share that are consistent with past practice, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Stock and any shares of the Company’s outstanding preferred stock, direct or contingentin amounts per share that are consistent with past practice, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates -------------------------------------- as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept as described in the Prospectuses, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 ProspectusFinal Offering Memorandum, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company’s common stock, direct or contingentpar value $1.00 per share (the “Common Stock”), entered into by the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, (C) there have has not been no any material liabilities decrease in the outstanding number of shares of capital stock or obligations, direct any material increase in any short-term or contingent, entered into by long-term indebtedness of the Company or any of its Subsidiaries the subsidiaries, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockstock (other than routine quarterly dividends on the Common Stock in a manner and amount consistent with past practice as disclosed in the General Disclosure Package).

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (A) there has been no material adverse change in the condition, 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 have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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, financial position or 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, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 ProspectusFinal Offering Memorandum, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company’s Common Stock, direct or contingentin amounts per share that are consistent with past practice, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 have been no material liabilities or obligationsexcept for the S Corporation Distribution, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 effect on the condition, condition (financial or otherwise), or in the prospects, earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered Subsidiaries, taken as one enterprisea whole, whether or not arising from transactions 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 taken as one enterprisea whole, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries Subsidiaries, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 (as defined below) considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those whether or not in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, (C) there have been no material liabilities and neither the Company nor any of its Subsidiaries incurred any liability or obligationsobligation, direct or contingent, entered into by that is material to the Company or any of and its Subsidiaries considered as one enterprise and (DC) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 have been no material liabilities or obligationsexcept for quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in each of the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, (C) there have has not been no any material liabilities change in the capital stock or obligations, direct or contingent, entered into by long-term debt of the Company or any of and its Subsidiaries subsidiaries considered as a whole, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockstock (other than scheduled dividend payments on the Company’s 6% redeemable convertible preferred stock as generally described in Note P to the Company’s consolidated financial statements for the year ended June 30, 2006).

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there have been no material liabilities or obligationsexcept for regular dividends on the Company's common stock, direct or contingentpar value $1.00 per share (the "Common Stock"), entered into by the Company or any of its Subsidiaries and (D) in amounts per share consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 Subsidiary (as defined below) 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 its SubsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries Subsidiary considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries Subsidiary and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the -------------------------------------- respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, enterprise and (C) there have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the Common Stock and the preferred stock of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company's common stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 the 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 its any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its the Subsidiaries considered as one enterprise, enterprise and (C) there have been no material liabilities or obligationsexcept for regular dividends on the Common Stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise disclosed therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects of the Company and its Subsidiaries 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 its Subsidiariesany subsidiary, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Shares, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshares of beneficial interest and (D) there has not been (i) any material decrease in the Company’s consolidated net worth or (ii) any material increase in the short-term or long-term debt (including capitalized lease obligations but excluding borrowings under existing bank lines of credit) of the Company and its subsidiaries, on a consolidated basis.

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 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, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the -------------------------------------- respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Common Stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, and prior to the Closing Time, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, except for dividends paid by the Company in the ordinary course of business consistent with past practice. The Company has no material contingent obligation which is not disclosed in or contemplated by the Registration Statement and the Prospectus.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 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 its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries, considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no increase in long-term debt or decrease in the capital of the Company, except for decreases resulting from operating losses in the ordinary course of business that the Registration Statement and Prospectus disclose have occurred or may occur.

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 Subsidiary (as defined below) 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 its SubsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries Subsidiary considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries Subsidiary and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration StatementProspectus, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 (as defined below), 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 SubsidiariesSubsidiaries (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries (as defined below), considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of if its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates -------------------------------------- as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 have been no material liabilities or obligationsexcept for the S Corporation Distribution, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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, Prospectus (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings or 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 have been no material liabilities or obligationsexcept for the Merger Consideration, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities except as to dividends or obligationsdistributions paid with respect to, direct or contingentand redemptions and conversions of, entered into by the Company or any of its Subsidiaries and Company’s 5.75% Series A Redeemable Convertible Preferred Stock (Dthe “Preferred Stock”) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, enterprise and (C) there have been no material liabilities or obligationsexcept for regular quarterly distributions on the Common Shares, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshares of beneficial interest, or any repurchase or redemption by the Company for any class of its shares of beneficial interest.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as may otherwise be stated therein or contemplated thereby, (A1) 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 subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B2) there have been no transactions entered into by the Company or any of its Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries enterprise and (D3) except for the dividend of $0.14 per share declared on the Company’s common stock, par value $0.01, declared on October 22 and payable on November 18, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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 SubsidiariesSubsidiaries (as defined below), 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 have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the shares of common stock of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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, enterprise and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the common stock, direct or contingentpar value 1.00 per share, entered into by of the Company or any of its Subsidiaries and (Dthe "Common Stock") in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration StatementOffering Memorandum, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 enterpriseenterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (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 have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the -------------------------------------- respective dates as of which information is given in the Registration StatementOffering Memorandum, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (A) there has been no material adverse change in the condition, 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 into, or liabilities or obligations incurred, 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 have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise disclosed therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company or, other than to the Company, any Subsidiary (as defined in Section 1(a)(vii) hereof) on any class of its capital stock.

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 Statement 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, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the Common Stock and preferred stock of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the Company or any of its Subsidiaries and (D) Common Stock there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the common stock, direct or contingentpar value $1.00 per share, entered into by of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, results of operations, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseor the Bank, 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 its SubsidiariesCompany, other than those in the ordinary course of business, which are material with respect to the Company or the Bank, and its Subsidiaries considered as one enterprise, (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockstock other than as set forth or contemplated in the Prospectus.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective -------------------------------------- dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company's preferred stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, except as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and any of its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, except for scheduled dividend payments on the Company's Series B Preferred Stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the -------------------------------------- respective dates as of which information is given in the Registration StatementStatement and the Prospectuses, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligationsexcept for regular quarterly dividends on the Company's preferred stock in amounts per share that are consistent with past practice, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (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 enterprisea whole, 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 enterprisea whole, and (C) there have been no material liabilities or obligationsexcept for dividends on the Common Stock as described in the Registration Statement, direct or contingentthe General Disclosure Package and the Prospectus, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

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 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 Subsidiariessubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries subsidiaries considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by except for regular quarterly dividends on the Common Stock and the Class A Common Stock of the Company or any of its Subsidiaries and (D) in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration StatementOffering Memorandum, the General Disclosure Package or the Prospectusexcept as otherwise stated therein, (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 (as defined below) 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 SubsidiariesSubsidiaries (as defined below), other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries (as defined below) considered as one enterprise, and (C) there have been no material liabilities or obligations, direct or contingent, entered into by the Company or any of its Subsidiaries and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.