Common use of No Material Adverse Effects or Changes Clause in Contracts

No Material Adverse Effects or Changes. Periscope -------------------------------------- has not suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have a Periscope Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). A "Periscope Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of Periscope which is materially adverse to Periscope. Except to the extent set forth on Schedule 3.6, since December 31, 1997, ------------ Periscope has not (i) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (ii) made any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or made any payment (other than dividends) to any of its stockholders (in their capacity as stockholders); (iii) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up its capital stock; (iv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of its material properties or assets except in the ordinary and usual course of its business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment; (vi) except in the ordinary and usual course of its business and consistent with its past practices forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of Periscope.

No Material Adverse Effects or Changes. Periscope Except -------------------------------------- as listed on Schedule 3.7, or as disclosed in or reflected in the ------------ March 1977 Financials, or as contemplated by this Agreement or the Related Agreement, since March 31, 1997, AMS has not (i) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have a Periscope an AMS Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). A "Periscope Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of Periscope which is materially adverse to Periscope. Except to the extent set forth on Schedule 3.6, since December 31, 1997, ------------ Periscope has not (iii) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (iiiii) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of its stockholders (in their capacity as stockholders); (iiiiv) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up its capital stock; (ivv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of its material properties or assets except in the ordinary and usual course of its business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment; (vi) except in the ordinary and usual course of its business and consistent with its past practices practice forgiven or canceled any material debt or claim, or waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director. "Loss" shall mean liabilities, officer or employee or changed the compensation losses, costs, claims, damages (including bonusesconsequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). An "AMS Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of AMS which is materially adverse to be paid to any director, officer or employee, except for changes made consistent with the prior practice of PeriscopeAMS.

No Material Adverse Effects or Changes. Periscope Since -------------------------------------- December 31, 1997, ESI has not suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have a Periscope an ESI Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). A An "Periscope ESI Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of Periscope ESI which is materially adverse to PeriscopeESI. Except to the extent set forth on Schedule 3.6, since December 31, 1997, ------------ Periscope ESI has not (i) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (ii) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of its their stockholders (in their capacity as stockholders); (iii) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up its their capital stock; (iv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of its their material properties or assets except in the ordinary and usual course of its their business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment; , (vi) except in the ordinary and usual course of its business and consistent with its past practices forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of PeriscopeESI.

No Material Adverse Effects or Changes. Periscope Except as -------------------------------------- listed on Schedule 3.7, or as disclosed in or reflected in the ------------ AMS SEC Documents, or as contemplated by this Agreement or the Related Agreements, since September 30, 1995, AMS has not (i) suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have a Periscope an AMS Material Adverse Effect, or (ii) increased the compensation of any executive officer of AMS. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). A An "Periscope AMS Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of Periscope AMS which is materially adverse to PeriscopeAMS. Except as disclosed in the AMS SEC Documents filed prior to the extent set forth on date of this Agreement or in Schedule 3.6, since December 31, 19973.7 hereto or in the AMS Financial Statements, ------------ Periscope since September 30, 1995 AMS has not (iv) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (iiw) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of its stockholders (in their capacity as stockholders); (iiix) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up its capital stock; (ivy) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of its material properties or assets except in the ordinary and usual course of its business and consistent with past practice; or (v) entered into any acquisition or merger agreement or commitment; (viz) except in the ordinary and usual course of its business and consistent with its past practices practice forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of Periscope.

No Material Adverse Effects or Changes. Periscope Except -------------------------------------- as listed on Schedule 3.6 or as contemplated by this Agreement, ------------ since February 29, 1996, SRS has not suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) which is having or could reasonably be expected to have a Periscope an SRS Material Adverse Effect. "Loss" shall mean liabilities, losses, costs, claims, damages (including consequential damages), penalties and expenses (including attorneys' fees and expenses and costs of investigation and litigation). A An "Periscope SRS Material Adverse Effect" shall mean an effect on or circumstance involving the business, operations, assets, liabilities, results of operations, cash flows or condition (financial or otherwise) of Periscope SRS which is materially adverse to PeriscopeSRS. Except to as disclosed in Schedule 3.6 or in the extent set forth on Schedule 3.6SRS ------------ Financial Statements, since December 31February 29, 1997, ------------ Periscope 1996 SRS has not (i) declared, set aside or paid any dividend or other distribution in respect of its capital stock; (ii) made any direct or indirect redemption, purchase or other acquisition of any shares (other than purchases in connection with the exercise of options) of its capital stock or made any payment (other than dividends) to any of its their stockholders (in their capacity as stockholders); (iii) issued or sold any shares of its capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or taken any action to reclassify or recapitalize or split up its their capital stock; (iv) mortgaged, pledged or subjected to any lien, lease, security interest, encumbrance or other restriction, any of its their material properties or assets except in the ordinary and usual course of its their business and consistent with past practice; (v) entered into any acquisition or merger agreement or commitment; , (vi) except in the ordinary and usual course of its business and consistent with its past practices forgiven or canceled any material debt or claim, waived any material right; or (vii) adopted or amended any plan or arrangement (other than amendments that are not material or that were made to comply with laws or regulations) for the benefit of any director, officer or employee or changed the compensation (including bonuses) to be paid to any director, officer or employee, except for changes made consistent with the prior practice of PeriscopeSRS.