No Materially Adverse Changes Sample Clauses

No Materially Adverse Changes. Except as set forth in Section 2.3 of the letter, dated as of the date hereof, furnished by NAC to the Stockholder (the "NAC DISCLOSURE LETTER"), a copy of which letter is attached hereto as Exhibit D, or in the NAC Business Reports (as defined in Section 2.6 below), there has not been any Materially Adverse Change with respect to NAC since January 1, 2002.
Sample 1
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No Materially Adverse Changes. Except as expressly set forth in Section 3.5 of the ORA Disclosure Letter, since January 1, 2002, there has not been any Materially Adverse Change with respect to the Acquired Corporation. Without limiting the generality or scope of the foregoing, since January 1, 2002, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Acquired Corporation from that reflected in the Interim Balance Sheet, except for changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results or business (as such business is presently conducted) of the Acquired Corporation; (c) any waiver by the Acquired Corporation of a material right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Acquired Corporation, except (i) in the ordinary course of business and (ii) that is not material to the assets, liabilities, properties, financial condition, operating results or business (as such business is presently conducted)of the Acquired Corporation; (e) any material change or amendment to a material contract or arrangement by which the Acquired Corporation or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee of the Acquired Corporation; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Acquired Corporation; (h) any resignation or termination of employment of any key officer of the Acquired Corporation; and there is no impending resignation or termination of employment of any such officer; (i) any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Acquired Corporation; (j) any Lien created by the Acquired Corporation , or otherwise created or attaching, on or with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (k) any loans or guarantees made by the Acquired Corporation (including, without limitation, to or for the benefit of any of its employees, officers or directors or any members of their immediate
Sample 1
No Materially Adverse Changes. Except as set forth in one or more of the NAC Business Reports (as defined in SECTION 2.6 hereof), there has not been any materially adverse change in the assets, financial condition, operating results, customer, employee, supplier or franchise relations, business condition or prospects, or financing arrangements of NAC since September 13, 2000.
Sample 1
No Materially Adverse Changes. Since September 30, 2000, there has not been a materially adverse change in the assets, financial condition, operating results, customer, employee, supplier or franchise relations, business condition or prospects of ZoomLot or any ZoomLot Subsidiary. Without limiting the foregoing, since September 30, 2000, there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the ZoomLot or any ZoomLot Subsidiary from that reflected in the Balance Sheet, except changes in the ordinary course of business of the respective entity that have not been, in the aggregate, materially adverse; (b) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results or business of ZoomLot or any ZoomLot Subsidiary (as such business is presently conducted); (c) any waiver by ZoomLot or any ZoomLot Subsidiary of a material right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by ZoomLot or any ZoomLot Subsidiary, except (i) in the ordinary course of business and (ii) that is not material to the assets, properties, financial condition, operating results or business (as such business is presently conducted) of ZoomLot or any ZoomLot Subsidiary; (e) any material change or amendment to a material contract or arrangement by which ZoomLot or any ZoomLot Subsidiary or any of its assets or properties is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee of ZoomLot or any ZoomLot Subsidiary; (g) except as contemplated in SECTION 1.12 above, any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of ZoomLot or any ZoomLot Subsidiary; (h) any resignation or termination of employment of any key officer of ZoomLot or any ZoomLot Subsidiary; and neither ZoomLot nor any ZoomLot Subsidiary, to the best of its knowledge, knows of the impending resignation or termination of employment of any such officer, except that it is expected that Ernexx X. Xxxxxx, XX xxxl resign as the Chief Executive Officer of ZoomLot at the Closing; (i) any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of ZoomLot or any ZoomLot Subsidiary; and neither ZoomLot nor any ZoomLot Subsidiary, to the best of its knowledge, knows of any...
Sample 1
No Materially Adverse Changes. Since September 30, 2004, except as set forth on Schedule 4.9, (a) to the Company’s knowledge, there has not been any Materially Adverse Change with respect to the Company and (b) the Company has not declared or paid any dividend or authorized or made any other distribution upon or with respect to any of the shares of Common Stock or any other securities of the Company.
Sample 1

Related to No Materially Adverse Changes

  • No Material Adverse Changes There shall not have occurred any material adverse change in the condition (financial or otherwise), properties, assets (including intangible assets), liabilities, business, operations, results of operations or prospects of Acquiror and its subsidiaries, taken as a whole.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • 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 has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.

  • No Material Adverse Event Since the respective dates as of which information is disclosed in the Registration Statement, the Prospectus and the Incorporated Documents, except as otherwise stated therein, there shall not have been (i) any change or decrease in previously reported results specified in the letter or letters referred to in paragraph (d) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Incorporated Documents and the Prospectus (exclusive of any amendment or supplement thereto).

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • No Material Adverse Change in Financial Statements All consolidated and consolidating financial statements related to Borrower and any Subsidiary that are delivered by Borrower to Bank fairly present in all material respects Borrower’s consolidated and consolidating financial condition as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There has not been a material adverse change in the consolidated or in the consolidating financial condition of Borrower since the date of the most recent of such financial statements submitted to Bank.

  • Financial Statements; No Material Adverse Change All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

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