Common use of No Undisclosed Liabilities or Events Clause in Contracts

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (i) change the Certificate of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (ii) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate of Incorporation or bylaws of the CompanyBy-laws, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed on Annex II or in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate of Incorporation or bylaws by-laws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise)condition, or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board board of Directors directors or the executive officers of the Company which proposal proposals would (ix) change the Certificate certificate of Incorporation incorporation or bylaws other charter document or by-laws of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (i) change the Certificate Articles of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (ii) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited DateSeptember 30, or 2022, and which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except as set forth in the SEC Documents, there are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate articles of Incorporation incorporation, by-laws or bylaws any other charter document of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise)condition, or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate certificate of Incorporation incorporation or bylaws other charter document or by-laws of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate of Incorporation or bylaws of the CompanyBy-laws, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents Agreements or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof Effective Date by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would would, other than as contemplated in the Transaction Agreements (ix) change the Certificate of Incorporation or bylaws the By-laws (except for the By-law restatement contemplated in connection with the consummation of the Companytransactions contemplated herein as set forth in Annex XVII), each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries. All unsatisfied judgments against the Company are disclosed in the Disclosure Annex.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate of Incorporation or bylaws by-laws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders stockholder 8/23/07 s of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited DateDecember 31, 2005, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, including the 1934 Act, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (iX) change the Certificate certificate of Incorporation incorporation or bylaws other charter document or by-laws of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiY) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited DateJune 30, 2004, or which individually or in the aggregate, do does not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate certificate of Incorporation incorporation or bylaws other charter document or by-laws of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate of Incorporation or bylaws by-laws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except for a proposal to increase the authorized capital of the Company from 196,000,000 shares of Common Stock to 1,000,000,000 shares of Common Stock and the proposal to amend the bylaws of the Company, there are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (i) change the Certificate of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (ii) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate of Incorporation or bylaws of the CompanyBy-laws, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those described on Schedule 3(l) and/or disclosed in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited DateJuly 31, or 2005, and which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate articles of Incorporation incorporation, by-laws or bylaws any other charter document of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents this Agreement or the Company’s Company SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited DateDecember 31, 2014, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board board of Directors directors or the executive officers of the Company which proposal would (i) change the Certificate of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (ii) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited DateSeptember 30, 2002, or which individually or in the aggregate, do does not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate certificate of Incorporation incorporation or bylaws other charter document or by-laws of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate certificate of Incorporation incorporation or bylaws other charter document or by-laws of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s 's SEC Documents or those incurred in the ordinary course of the Company’s 's business since the Last Audited DateDecember 31, or 2001, and which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate articles of Incorporation incorporation, by-laws or bylaws any other charter document of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents this Agreement or the Company’s Company SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited DateDecember 31, 2012, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board board of Directors directors or the executive officers of the Company which proposal would (i) change the Certificate of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (ii) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents Agreements or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof Effective Date by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would would, other than as contemplated in the Transaction Agreements: (ix) change the Certificate of Incorporation or bylaws the By-laws (except for the By-law restatement contemplated in connection with the consummation of the Companytransactions contemplated herein as set forth in Annex VI), each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock Stock, or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries. All unsatisfied judgments against the Company are disclosed in the Disclosure Annex.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except for future potential financings, there are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (i) change the Certificate of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (ii) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiaries.

No Undisclosed Liabilities or Events. The Company has no material liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents or those incurred in the ordinary course of the Company’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (i) change the Certificate of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock or (ii) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiaries.

No Undisclosed Liabilities or Events. The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s 's most recently filed SEC Documents (Form 10-K or 10-Q) or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (ia) change the Certificate of Incorporation or bylaws of the Company, each as currently in effect, with or without stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders of the Common Stock Stock, or (iib) materially or substantially adversely change the business, assets or capital of the Company, including its interests in Subsidiaries.

No Undisclosed Liabilities or Events. The To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company’s SEC Documents Agreements or those incurred in the ordinary course of the Company’s 's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstance circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except for the Certificate of Incorporation Amendment, there are no proposals currently under consideration .consideration or currently anticipated to be under consideration by the A., Board of Directors or the executive officers of the Company which proposal would (ix) change the Certificate articles or certificate of Incorporation incorporation or bylaws other charter document or by-laws of the Company, each as currently in effect, with or without stockholder shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the stockholders shareholders of the Common Stock or (iiy) materially or substantially change the business, assets or capital of the Company, including its interests in Subsidiariessubsidiaries.