Common use of No Material Adverse Change; Ordinary Course of Business Clause in Contracts

No Material Adverse Change; Ordinary Course of Business. Since ------------------------------------------------------- January 1, 1998, (a) there has not been any material adverse change, nor to the knowledge of the Company is any such change threatened, in the Condition of the Company, (b) except for the acquisition of the "MIND" product from Admiral Computing plc, the Company has not participated in any transaction or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its stockholders except out of the earnings of the Company and (c) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Prime Response Group Inc/De), Stock Purchase Agreement (Prime Response Inc/De)

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No Material Adverse Change; Ordinary Course of Business. Since ------------------------------------------------------- January 1September 30, 1998, (a) there has not been any material adverse change, nor to the knowledge of the Company is any such change threatened, in the Condition of the Company, (b) except for the acquisition of the "MIND" product from Admiral Computing plc, the Company has not participated in any transaction or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its stockholders except out of the earnings of the Company and (c) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business.

Appears in 2 contracts

Samples: Stock and Warrant Purchase Agreement (Prime Response Inc/De), Stock and Warrant Purchase Agreement (Prime Response Group Inc/De)

No Material Adverse Change; Ordinary Course of Business. Since ------------------------------------------------------- January 1, 1998, 1999 (a) there has not been any material adverse change, nor to the knowledge of the Company is any such change threatened, in the Condition of the Company, (b) except for the acquisition of the "MIND" product from Admiral Computing plc, the Company has not participated in any transaction or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its stockholders except out of the earnings of the Company and (c) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business.

Appears in 2 contracts

Samples: Stock and Warrant Purchase Agreement (Prime Response Inc/De), Stock and Warrant Purchase Agreement (Prime Response Group Inc/De)

No Material Adverse Change; Ordinary Course of Business. Since ------------------------------------------------------- January 1March 31, 1998, (a) there has not been any material adverse change, nor to the knowledge of the Company is any such change threatened, in the Condition of the Company, (b) except for the acquisition of the "MIND" product from Admiral Computing plc, the Company has not participated in any transaction or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its stockholders except out of the earnings of the Company and (c) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synapse Group Inc)

No Material Adverse Change; Ordinary Course of Business. Since ------------------------------------------------------- January 1December 31, 1998, 1999: (a) there has not been any material adverse change, nor to the knowledge of the Company is any such change threatened, in the Condition of the Company, ; (b) except for the acquisition of the "MIND" product from Admiral Computing plc, neither the Company nor any Subsidiary has not participated in any transaction or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its stockholders except out of as described in the earnings of the Company Disclosure Schedule; and (c) neither the Company nor any of its Subsidiaries has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synapse Group Inc)

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No Material Adverse Change; Ordinary Course of Business. Since ------------------------------------------------------- January 1September 30, 19981999, (a) there has not been any material adverse change, nor to the knowledge of the Company is any such change threatened, in the Condition of the Company, (b) except for the acquisition of the "MIND" product from Admiral Computing plc, the Company has not participated in any transaction or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its stockholders except out of the earnings of the Company and (c) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (Synapse Group Inc)

No Material Adverse Change; Ordinary Course of Business. Since ------------------------------------------------------- January 1December 31, 1998, 1999: (a) there has not been any material adverse change, nor to the knowledge of the Company is any such change threatened, in the Condition of the Company, ; (b) except for the acquisition of the "MIND" product from Admiral Computing plc, the Company has not participated in any transaction or otherwise acted outside the ordinary course of business, including, without limitation, declaring or paying any dividend or declaring or making any distribution to its stockholders except out of the earnings of the Company Company; and (c) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synapse Group Inc)

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