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

No Material Adverse Change; Ordinary Course of Business. Except as set forth in the SEC Reports filed prior to the date hereof or as contemplated by the Transaction Documents or as set forth in the Company Financial Statements, (a) since January 1, 2007, neither the Company nor any of its subsidiaries has participated in any transaction (including, without limitation, amendments to or changes in its Certificate of Incorporation or Bylaws; incurrences, assumptions or guarantees of any debt for borrowed money; issuances or sales of securities, other than pursuant to compensatory plans; discharges or satisfactions of material liens; declarations or payments of dividends or distributions to stockholders; sales, assignments or transfers of material assets; waivers of any rights of substantial value; and material changes in officer compensation) material to the financial condition of the Company and its subsidiaries taken as a whole which is outside the ordinary course of business, (b) since January 1, 2007, neither the Company nor any of its subsidiaries has created or assumed any lien, mortgage or similar claim on an asset of the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, and is outside of the ordinary course of business, (c) since January 1, 2007, there has not been any event, action, omission or other development or change that, individually or in the aggregate, has had a Material Adverse Effect, (d) since January 1, 2007, there has not occurred a material change in the Company’s or any of its subsidiaries’ accounting principles or practice except as required by reason of a change in GAAP, (e) since January 1, 2007, there has not occurred any resignation, termination or removal of any officer or director of the Company or any of its subsidiaries or loss of personnel of the Company or any of its subsidiaries or change in the terms and conditions of the employment of the Company’s or any of its subsidiary’s officers or key personnel that has had or could reasonably be expected to have a Material Adverse Effect, and (f) since January 1, 2007, there has been no damage, destruction or loss, whether or not covered by insurance, that would, individually or in the aggregate, have or would be reasonably likely to have, a Material Adverse Effect on the Company and its subsidiaries.

No Material Adverse Change; Ordinary Course of Business. Except as set forth in the SEC Reports filed prior to the date hereof or as contemplated by the Transaction Documents or as set forth in the Company Financial StatementsSince June 30, 2002 (a) since January 1there has not been any material adverse effect, 2007, neither nor to the knowledge of the Company nor is any such change reasonably expected, on the Condition of the Company, (b) the Company has conducted its business consistent with past practice in all material respects, (c) Company has not increased the compensation of any of its subsidiaries has participated in any transaction (including, without limitation, amendments to officers or changes in its Certificate the rate of Incorporation or Bylaws; incurrences, assumptions or guarantees pay of any debt for borrowed money; issuances or sales of securitiesits employees, other than pursuant to compensatory plans; discharges or satisfactions except as part of material liens; declarations or payments of dividends or distributions to stockholders; sales, assignments or transfers of material assets; waivers of any rights of substantial value; and material changes regular compensation increases in officer compensation) material to the financial condition of the Company and its subsidiaries taken as a whole which is outside the ordinary course of business, (bd) since January 1no Group Company has entered into, 2007, neither the Company nor any of its subsidiaries has created or assumed any lien, mortgage or similar claim Encumbrance on an a material asset of the any Group Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, and is outside of other than in the ordinary course of business, (ce) since January 1, 2007, there has not been any event, action, omission or other development or change that, individually or in the aggregate, has had a Material Adverse Effect, (d) since January 1, 2007, there has not occurred a material change in the adverse effect on any Group Company’s or any of its subsidiaries’ 's accounting principles or practice except as required by reason of a change in U.S. GAAP, (ef) since January 1, 2007, there the Company has not occurred any resignation, termination sold or removal otherwise disposed of any officer or director material part of the Company its assets (or any of its subsidiaries interest therein) or loss of personnel of the Company or any of its subsidiaries or change contracted to do so except in the terms and conditions ordinary course of the employment of the Company’s or any of its subsidiary’s officers or key personnel that has had or could reasonably be expected to have a Material Adverse Effect, and business; (fg) since January 1, 2007, there has been no damageamendment to the Existing Charter Documents or any other charter documents of the Company, destruction except by the adoption of the Restated Charter Documents; (h) the Company has not acquired material assets (or lossany interest therein) or contracted to do so, whether or not covered by insurance, that would, individually or otherwise than in the aggregate, have or would be reasonably likely to have, a Material Adverse Effect on ordinary course of its business; (i) the Company has not declared, paid or made any dividend or distribution; (j) the Company has not issued any securities of the Company of any kind other than as permitted Confidential Final Draft - October 7, 2002 pursuant to this Agreement and pursuant to the ESOP; (k) the Company has not undertaken or accepted any contract that would prevent the performance of the transactions contemplated in this Agreement and in the other Transaction Documents; (l) the Company has not undertaken any buyback of shares of the Company of any kind or reduction of its subsidiariesshare capital; and (m) the Company has not registered any transfer of shares or any kind of securities of the Company.

No Material Adverse Change; Ordinary Course of Business. Except Since December 31, 2004, except as set forth disclosed in the SEC Reports filed prior to the date hereof or as contemplated by the Transaction Documents or as set forth in the Company Financial StatementsDocuments, (a) since January 1there has not been any material adverse change in the Condition of the Company, 2007other than those adverse changes occurring as a result of (i) general economic, neither the Company nor any of its subsidiaries has participated in any transaction market or industry conditions (including, without limitation, amendments any change in trading prices of the Trading Rights), which do not have a disproportionate effect on the Company or its Subsidiaries as compared to or changes other persons in its Certificate of Incorporation or Bylaws; incurrences, assumptions or guarantees of any debt for borrowed money; issuances or sales of securities, other than pursuant to compensatory plans; discharges or satisfactions of material liens; declarations or payments of dividends or distributions to stockholders; sales, assignments or transfers of material assets; waivers of any rights of substantial value; and material changes the industry in officer compensation) material to the financial condition of which the Company and its subsidiaries taken Subsidiaries conduct business, (ii) the initiation, continuation, escalation or cessation of armed hostilities involving the United States or its territories or (iii) the existing or proposed Requirements of Law identified on Schedule 3.6(a), (b) except as a whole which is set forth on Schedule 3.10(b), the Company and its Subsidiaries have not participated in any transaction material to the Condition of the Company or otherwise acted outside the ordinary course of business, (b) since January 1including, 2007without limitation, neither the Company nor declaring or paying any of dividend or declaring or making any distribution to its subsidiaries has created or assumed any lien, mortgage or similar claim on an asset stockholders except out of the Company or any earnings of its subsidiaries that is material to the Company and its subsidiariesSubsidiaries, taken as a wholethe case may be, (c) except as set forth on Schedule 3.10(c), the Company and is outside its Subsidiaries have not increased the compensation of any of their officers or the rate of pay of any of their employees, except as part of regular compensation increases in the ordinary course of business, (cd) since January 1the Company and its Subsidiaries have not created or assumed any Lien on a material asset of the Company and its Subsidiaries, 2007(e) the Company and its Subsidiaries have not entered into any Contractual Obligation, there has not been any event, action, omission or other development or change that, individually or than in the aggregate, has had a Material Adverse Effect, ordinary course of business and (df) since January 1, 2007, there has not occurred a material change in the Company’s accounting principles or practice of the Company or any of its subsidiaries’ accounting principles or practice Subsidiaries except as required by reason of a change in GAAP, (e) since January 1, 2007, there has not occurred any resignation, termination or removal of any officer or director of the Company or any of its subsidiaries or loss of personnel of the Company or any of its subsidiaries or change in the terms and conditions of the employment of the Company’s or any of its subsidiary’s officers or key personnel that has had or could reasonably be expected to have a Material Adverse Effect, and (f) since January 1, 2007, there has been no damage, destruction or loss, whether or not covered by insurance, that would, individually or in the aggregate, have or would be reasonably likely to have, a Material Adverse Effect on the Company and its subsidiaries.

No Material Adverse Change; Ordinary Course of Business. Except as set forth in the SEC Reports filed prior to the date hereof or as contemplated by the Transaction Documents or as set forth in the Company Financial StatementsSince June 30, 2002 (a) since January 1there has not been any material adverse effect, 2007nor , neither to the knowledge of the Company, is any such change reasonably expected, on the Condition of the Company, (b) the Company nor has conducted its business consistent with past practice in all material respects, (c) Company has not increased the compensation of any of its subsidiaries has participated in any transaction (including, without limitation, amendments to officers or changes in its Certificate the rate of Incorporation or Bylaws; incurrences, assumptions or guarantees pay of any debt for borrowed money; issuances or sales of securitiesits employees, other than pursuant to compensatory plans; discharges or satisfactions except as part of material liens; declarations or payments of dividends or distributions to stockholders; sales, assignments or transfers of material assets; waivers of any rights of substantial value; and material changes regular compensation increases in officer compensation) material to the financial condition of the Company and its subsidiaries taken as a whole which is outside the ordinary course of business, (bd) since January 1no Group Company has entered into, 2007, neither the Company nor any of its subsidiaries has created or assumed any lien, mortgage or similar claim Encumbrance on an a material asset of the any Group Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, and is outside of other than in the ordinary course of business, (ce) since January 1, 2007, there has not been any event, action, omission or other development or change that, individually or in the aggregate, has had a Material Adverse Effect, (d) since January 1, 2007, there has not occurred a material change in the adverse effect on any Group Company’s or any of its subsidiaries’ 's accounting principles or practice except as required by reason of a change in U.S. GAAP, (ef) since January 1, 2007, there the Company has not occurred any resignation, termination sold or removal otherwise disposed of any officer or director material part of the Company its assets (or any of its subsidiaries interest therein) or loss of personnel of the Company or any of its subsidiaries or change contracted to do so except in the terms and conditions ordinary course of the employment of the Company’s or any of its subsidiary’s officers or key personnel that has had or could reasonably be expected to have a Material Adverse Effect, and business; (fg) since January 1, 2007, there has been no damageamendment to the Existing Charter Documents or any other charter documents of the Company, destruction except by the adoption of the Restated Charter Documents; (h) the Company has not acquired material assets (or lossany interest therein) or contracted to do so, whether or not covered by insurance, that would, individually or otherwise than in the aggregate, have or would be reasonably likely to have, a Material Adverse Effect on ordinary course of its business; (i) the Company has not declared, paid or made any dividend or distribution; (j) the Company has not issued any securities of the Company of any kind other than as permitted pursuant to this Agreement and pursuant to the ESOP; (k) the Company has not undertaken or accepted any contract that would prevent the performance of the transactions contemplated in this Agreement and in the other Transaction Documents; (l) the Company has not undertaken any buyback of shares of the Company of any kind or reduction of its subsidiariesshare capital; and (m) the Company has not registered any transfer of shares or any kind of securities of the Company.