No Significant Changes Sample Clauses

No Significant Changes. VIALOG agrees that there will be no ---------------------- "significant change" (as defined below) in the conduct of the business of the Company for a period of two years after the Financing Closing Date without the approval of a majority in interest of the Stockholders. "Significant change" means any change in the location of the Company's facilities, a physical merging of the Company's operations with another operation, any change in the position of those employees who receive employment agreements pursuant to Section 7.2(s), or a reduction in force or the termination of any employee except as related to employee performance or the contemplated reorganization of the combined sales/marketing staff or the accounting function.
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No Significant Changes. VIALOG agrees that there will be no ---------------------- "significant change" (as defined below) in the conduct of the business of the Company for a period of two
Sample 1Sample 2
No Significant Changes. Except as indicated in List 4.23, between June 30, 1999 and the execution date hereof, there has not been any significant adverse change in INFOSEL's financial situation, Necessary Assets and Necessary Agreements, liabilities (fixed, contingent, or otherwise), operating results, business, or business prospects that would cause [Initials and signatures illegible]
Sample 1
No Significant Changes. Except as indicated in List 3.22, between June 30, 1999 and the execution date hereof, there has not been any significant adverse change in the Subsidiary's financial situation, assets, liabilities (fixed, contingent, or otherwise), operating results, business, or business prospects that would cause the Subsidiary to assume different liabilities or liabilities other than those the Subsidiary has vis-a-vis the Purchaser or Telefonica, S.A.
Sample 1
No Significant Changes. With the exception of the declarations made in Annex O, the company has been carefully managed since December 31, 1998, under normal conditions and in line with management principles used prior to that date. Since December 31, 1998, no decision has been made or implemented that goes beyond the normal train of business, and no significant negative change has occurred in the company's financial situation, operating profit, or in general, company business. The present sale of shares will not result in the termination, voiding or significant modification of any company contract whatsoever, notably intuitu personae.
Sample 1

Related to No Significant Changes

  • Insignificant Changes No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundred thousandth of a Preferred Share or the nearest one-hundredth of a Common Share or other share or security, as the case may be.

  • Material Changes or Material Transactions Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby, 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.

  • Business Changes Change in any material respect the nature of the business of the Borrower or its Subsidiaries as conducted on the Effective Date.

  • Certain Accounting Changes; Organizational Documents (a) Change its Fiscal Year end, or make any change in its accounting treatment and reporting practices except as required by GAAP, as set forth in Section 13.9 or as recommended by the Securities Exchange Commission or the Public Company Accounting Oversight Board or (b) amend, modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner adverse in any respect to the rights or interests of the Lenders.

  • Ownership Changes Without regard to this Agreement, neither the Company nor any of its Subsidiaries has undergone an “ownership change” within the meaning of Section 382 of the Code.

  • Management Changes Notify the Agent in writing within thirty (30) days after any change of its executive officers.

  • Common Areas - Changes Lessor shall have the right, in Lessor's sole discretion, from time to time:

  • Adverse Changes Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect;

  • No Material Changes, Etc Since the Balance Sheet Date, there has occurred no material adverse change in the financial condition or assets or business of the Borrower as shown on or reflected in the balance sheet of the Borrower as of the Balance Sheet Date, or the statement of income for the fiscal year then ended, other than changes in the ordinary course of business that have not had any Material Adverse Effect either individually or in the aggregate.

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

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