Recent Events. Except as disclosed in the Securities Purchase Agreement, since the Closing Date, there has not been any material adverse change or any material adverse development in the business, properties, operations, financial condition, prospects, outstanding securities or results or operations of the Company and no event has occurred and no circumstances exist that may result in such material adverse change. The Company has not engaged in any practice, taken any action, or entered into any transaction outside its ordinary course of business.
Recent Events. The Company has not sustained, since the date of its most recent audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries, or any material adverse changes, or any development involving a prospective material adverse change, in or affecting the business, assets, general affairs, management, financial position, prospects, stockholders’ equity or results of operations of the Company and its Subsidiaries, individually or taken as a whole, in each case otherwise than as set forth or contemplated in the Registration Statement and the Prospectus.
Recent Events. Since the Most Recent Fiscal Month End until the Closing Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that period:
Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business: (a) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the assets used in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.
Recent Events. Except as described in the attached Recent Events Schedule, since September 30, 1998, Sellers have not experienced any change that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date:
Recent Events. The Borrower recently attracted 35-year cable industry veteran Xxx Xxxxxxx as Chairman and Chief Executive Officer pending the closing of the Private Offering. In addition, the Borrower has attracted three designees for the board of directors and one nominee for Chief Financial Officer with significant experience in providing services to the communications industries (See Section 7 “Management” on page 8). The Borrower has recently completed a service agreement with Level 3 Communications, Inc. (“Level 3”) and a reseller agreement with C-COR (“C-COR,” currently being acquired by Arris Group Inc.). The Borrower believes that it has assembled the right industry relationships along with its VoIP product, to successfully serve the unmet needs of cable systems located in smaller geographic markets to offer VoIP phone service to their existing cable subscribers.
Recent Events. Except as set forth on Schedule 3.13, since September 30, 1998, Seal has operated its business diligently and only in the ordinary course of business as theretofore conducted, and there has been no (a) material adverse change in its business, properties, assets, liabilities, commitments, earnings, financial condition or prospects, or (b) any action which, if taken or omitted hereafter, would conflict in any material respect with any representation and warranty set forth in this Article.
Recent Events. Since October 31, 1998, Oakridge has operated its business diligently and only in the ordinary course of business and there has been no (a) material adverse change in its business, properties, assets, liabilities, commitments, financial condition or prospects (it being understood that the business plan of Oakridge contemplates significant additional liabilities, commitments and losses beyond the Closing Date), or (b) any action which, if taken or omitted hereafter, would conflict in any material respect with any representation and warranty set forth in this Article.
Recent Events. Except as set forth on Schedule 7.16, since December 31, 2008, the business of each of the Remaining Subsidiaries and the Remaining Hospital Facilities has been conducted in the Ordinary Course of Business and there has not been:
Recent Events. Except as disclosed in the Purchase Agreement, since December 31, 2001, there has not been any material adverse change in the financial condition of the Company. The Company has not engaged in any practice, taken any action, or entered into any transaction outside its ordinary course of business.
