NO SUBSEQUENT CHANGES Sample Clauses

NO SUBSEQUENT CHANGES. Since March 31, 2002: (i) there has not been any change in the condition, financial or otherwise, of the Company which could materially adversely affect its ability to conduct its operations, other than ongoing losses in the ordinary course, and (ii) the Company has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business.
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NO SUBSEQUENT CHANGES. Except for the Transactions, since September 30, 1995, each of Seller and AEP has conducted its Business in the ordinary course and consistent with past practices. There has not been (i) any transfer, lease or other disposition of any of the Assets or the acquisition of any assets or properties, except in the ordinary course of business consistent with past practices; (ii) any cancellation or compromise of any debt or claim, except in the ordinary course of business consistent with past practices; (iii) any waiver or release of any rights (other than rights related to Excluded Assets) under any Assigned Contract or of value to Seller, except for any such waiver or release which will not be Materially Adverse; (iv) any transfer or grant of any rights under any Intellectual Property; (v) any damage to, or destruction or loss of Assets (whether or not covered by insurance) in excess of $25,000; (vii) any actual or threatened in writing cancellations by customers, suppliers or manufacturers of any material Assigned Contract; (viii) any material change in any accounting principle or method used by Seller or AEP for either income tax or financial reporting purposes; (ix) any write-offs or write-downs of the Inventory or the Receivables other than in the ordinary course of business consistent with past practices; (x) any agreement to take any action described in this Section 2.6; and (xi) any Materially Adverse change (whether or not covered by insurance), or any occurrence or event which could reasonably be expected to result in a Materially Adverse change.
Sample 1
NO SUBSEQUENT CHANGES. Except as contemplated in this Agreement or reflected in any Schedule or Exhibit attached hereto, since August 31, 1997, there have been no events or changes that constitute a Material Adverse Effect (whether by sale, destruction, pledge, lease or otherwise and whether or not covered by insurance) in the assets (including licenses, permits and franchises), liabilities, financial condition or prospects of any of the Operating Entities, except as specified on SCHEDULE 4.23. Since August 31, 1997, except as reflected on SCHEDULE 4.23, the Operating Entities have not, directly or indirectly: (a) paid, declared or set aside any dividends or distributions, (b) issued, sold, redeemed or repurchased any of their capital stock or ownership interests or securities of any class, or (c) taken or omitted to take any other action that, if such action or omission occurred after the date hereof, would constitute a breach of Section 6.1 hereof.
Sample 1
NO SUBSEQUENT CHANGES. Since March 29, 1998, there has not been (i) any Material Adverse Effect; (ii) any loss or damage (whether or not covered by insurance) to any of the Company's assets which materially affects or impairs the Company's assets or properties considered as a whole, or its ability to conduct the Business; (iii) any contract or other transaction entered into or amended by the Company outside the ordinary course of business or inconsistent with past practice or except as contemplated by the Relocation; (iv) any sale or transfer of any of the Company's assets in excess of $50,000 singly or in the aggregate, except inventory in the ordinary course of business or except as contemplated by the Relocation, or any cancellation of any debts or claims of the Company outside the ordinary course of business or inconsistent with past practice; or (v) any declaration or payment of any dividends or distribution with respect to, nor any repurchase of, any of the capital stock of the Company; or (vi) any increase in compensation payable or to become payable to any employees of the Company, or increase in benefits under any Employee
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NO SUBSEQUENT CHANGES. 10 2.7 Inventory......................................................................................11 2.8
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NO SUBSEQUENT CHANGES. Except as disclosed in the Offering Memorandum, subsequent to the respective dates as of which such information is given in the Offering Memorandum, (i) none of the Issuers or Guarantors has incurred any material liabilities or obligations, indirect, direct or contingent, or entered into any transaction that is not in the ordinary course of business, (ii) none of the Issuers or Guarantors has sustained any material loss or interference with its business or properties from fire, flood, windstorm, accident or other calamity, whether or not covered by insurance, (iii) the Partnership has not paid or declared any distributions with respect to its general or limited partner interests, (iv) none of the Issuers or Guarantors is in default under the terms of any outstanding debt obligations, (v) there has not been any change in the capitalization or any material change in the indebtedness of any of the Issuers or Guarantors (other than in the ordinary course of business) and (vi) there has not been any material adverse change, or any development involving or that may reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), business, prospects, properties, net worth or result of operations of the Issuers or Guarantors taken as a whole.
Sample 1
NO SUBSEQUENT CHANGES. Subsequent to the respective dates as of which information is given in each of the Registration Statement and the Prospectus, (i) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock (other than from its employees or other service providers in connection with the termination of their service pursuant to the terms of the equity compensation plans or agreements described in the Prospectus), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole, except in each case as described in each of the Registration Statement and the Prospectus, respectively.
Sample 1
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NO SUBSEQUENT CHANGES. Since June 30, 1999, (i) there has not been any Material Adverse Effect; (ii) the Company has used reasonable efforts to maintain the Assets in the usual and ordinary course of business and in accordance with the manner that has been established by the Company in its usual and ordinary business practices, (iii) the Company has not entered into a fixed price contract, nor any other agreement which was -expected to yield materially less in value than it would require the Company to expend, having regard to the normal and usual business practice of the Company; or (iv) there has not been any declaration or payment of any dividends or distribution with respect to, or any repurchase of, any of the capital stock of the Company.
Sample 1
NO SUBSEQUENT CHANGES. Except as contemplated in this Agreement and for changes in the ordinary course of business, since July 31, 2005 (i) there have been no changes (whether by sale, destruction, pledge, lease or otherwise) in, or Liens attaching on, the tangible or intangible assets (including licenses, permits and franchises), liabilities or financial condition of the Company and (ii) the Company has not entered into, amended or terminated any commitments, contracts or transactions, or waived any valuable rights. Since July 31, 2005, the Company has not directly or indirectly paid, declared, or set aside any dividends or distributions with respect to, nor repurchased, any of its capital stock or securities of any class, and no events have occurred which could reasonably be expected to have an Adverse Effect.
Sample 1

Related to NO SUBSEQUENT CHANGES

  • No Subsequent Material Events Subsequent to the respective dates as of which information is given in the Registration Statement and Prospectus and prior to the Termination Date, except as contemplated in the Prospectus or as disclosed in a supplement or amendment thereto or in the periodic financial statements of the Company, the Company has not and will not have:

  • Subsequent Changes If, at any time after any adjustment of the Warrant Price shall have been made hereunder as the result of any issuance, sale or grant of any rights, options, warrants or convertible or exchangeable securities, any of such rights, options or warrants or the rights of conversion or exchange associated with such convertible or exchangeable securities shall expire by their terms or any of such rights, options, warrants or convertible or exchangeable securities shall be repurchased by the Company or a subsidiary of the Company for a consideration per underlying share of Common Stock not exceeding the amount of such consideration received by the Company in connection with the issuance, sale or grant of such rights, options, warrants or convertible or exchangeable securities, the Warrant Price then in effect shall forthwith be increased to the Warrant Price that would have been in effect if such expiring right, option or warrant or rights of conversion or exchange or such repurchased rights, options, warrants or convertible or exchangeable securities had never been issued. Similarly, if at any time after any such adjustment of the Warrant Price shall have been made pursuant to Section 4(e) above (i) any additional aggregate consideration is received or becomes receivable by the Company in connection with the issuance of exercise of such rights, options, warrants or convertible or exchangeable securities or (ii) there is a reduction in the conversion or exchange ratio applicable to such convertible or exchangeable securities so that fewer shares of Common Stock will be issuable upon the conversion or exchange thereof or there is a decrease in the number of shares of Common Stock issuable upon exercise of such rights, options or warrants (except where such reduction or decrease results from a combination of shares described in Section 4(b) above), the Warrant Price then in effect shall be forthwith readjusted to the Warrant Price that would have been in effect had such changes taken place at the time that such rights, options, warrants or convertible or exchangeable securities were initially issued, granted or sold. In no event shall any readjustment under this Section 4(h) affect the validity of any Warrant Shares issued upon any exercise of this Warrant prior to such readjustment.

  • Notification of Subsequent Filings During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Prospectus, the Company promptly will (i) notify the Manager of any such event, (ii) subject to Section 4(a), prepare and file with the Commission an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus to the Manager in such quantities as the Manager may reasonably request.

  • No Subsidiaries The Fund has no subsidiaries.

  • Notice of Subsequent Events If at any time during the ninety (90) day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price of the Company Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the substance of and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event.

  • Delivery of Prospectus; Subsequent Changes During any period in which a Prospectus relating to the Placement Shares is required to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such filings. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Agent to suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Schedule of Representations The representations and warranties set forth on the Schedule of Representations with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct.

  • Subsequent Filings a. Prepare initial draft of annual (or as required, update to) registration statement:

  • Limitation on Effecting Transactions Resulting in Certain Adjustments The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 5.05(A) or Section 5.07 to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

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