We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Recent Events Sample Clauses

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: (i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business; (ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business; (x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there h...
AutoNDA by SimpleDocs
Recent Events. (a) Since the Plan Investor Latest Balance Sheet Date until the date hereof, (i) each Plan Investor Group Member has conducted its business in all material respects in the ordinary course of business (except in connection with the transactions contemplated by this Agreement and the other Transaction Documents) and (ii) there has not been a Plan Investor Material Adverse Effect. (b) Without limiting the generality of the foregoing Section 5.7(a), except as expressly contemplated by any Transaction Document or as set forth on Section 5.7(b) of the Plan Investor Disclosure Schedule, no Plan Investor Group Member has since the Plan Investor Latest Balance Sheet Date and through the date hereof: (i) subjected a material portion of its properties or assets to any Encumbrances, except for Permitted Encumbrances; (ii) sold, assigned or transferred a material portion of its assets, except in the ordinary course of business and except for sales of obsolete assets or assets with de minimis book value; (iii) amended its Charter Documents; (iv) made any material change in any method of accounting or accounting practice of the Company, except as required by the IFRS or as disclosed in the notes to the Plan Investor Audited Financial Statements; (v) incurred, assumed or guaranteed any indebtedness for borrowed money, except unsecured current obligations and Liabilities incurred in the ordinary course of business; (vi) cancelled any material debts or claims or waived any material rights against a Person that is not a Plan Investor Group Member; (vii) taken any action to make, change or rescind any material Tax election, amend any material Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability of the Company in respect of any Tax period starting after the Closing Date, in each case other than in the ordinary course of business; or (viii) entered into any Contract to do any of the foregoing.
Recent Events. Since the Balance Sheet Date: (i) the business and affairs of each Company have been operated in the Ordinary Course of Business (except for the transactions contemplated herein); (ii) each Company has exercised its commercially reasonable efforts to preserve and advance its operations; and (iii) each Company’s relations with its customers have been carried on in a manner designed to preserve such Company’s goodwill. Without limiting the foregoing, since the foregoing date, (x) there has not been any Material Adverse Change (either on an individual basis with respect to each Company or on a consolidated basis with respect to all of the Companies), (y) no event has occurred or circumstance exists that could reasonably be expected to result in a Material Adverse Change (either on an individual basis with respect to each Company or on a consolidated basis with respect to all of the Companies), and (z) with respect to each Company, except as otherwise provided on Schedule 5.9, there is not and has not occurred any: (a) change in or issuance or sale of any Company’s authorized or issued Capital Stock; issuance of any security convertible into, or exchangeable for, such Capital Stock; purchase, redemption, retirement or other acquisition by any Company of any shares of its Capital Stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its Capital Stock; (b) amendment to the Charter Documents of any Company; (c) increase (or promise of any increase) of any bonuses, salaries, benefits or other compensation to any equityholder, manager, officer, director, employee or Service Provider of a Company (or the payment thereof) other than in the Ordinary Course of Business; (d) adoption of, modification of, termination of or increase in the payments to or benefits under, any Company’s Benefit Plan; (e) capital expenditure (or series of capital expenditures) by a Company involving more than $50,000 or outside the Ordinary Course of Business of a Company; (f) loan to or acquisition of the assets or securities by a Company of any other Person other than purchases of inventory in the Ordinary Course of Business of a Company; (g) delay or postponement in the payment of any material accounts payable outside the Ordinary Course of Business of a Company; (h) damage to or destruction or loss of any asset of a Company with a replacement value of $50,000 or greater, whether or not covered by insurance (other than through ordinary we...
Recent EventsSince December 31, 2007, except as disclosed in any SEC Report, there has not been: (a) any change in the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of any Borrower, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) any resignation or termination of any officer, key employee or group of employees of any Borrower; (c) any material change, except in the ordinary course of business, in the contingent obligations of any Borrower by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) any waiver by any Borrower of a valuable right or of a material debt owed to it; (f) any direct or indirect loans made by any Borrower to any stockholder, employee, officer or director of any Borrower, other than advances made in the ordinary course of business; (g) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of any Borrower; (h) any declaration or payment of any dividend or other distribution of the assets of any Borrower; (i) any labor organization activity related to any Borrower; (j) any debt, obligation or liability incurred, assumed or guaranteed by any Borrower, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets owned by any Borrower; (l) any change in any material agreement to which any Borrower is a party or by which it is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (n) any arrangement or commitment by any Borrower to do any of the acts described in subsection (a) through (m) above.
Recent Events. Except as set forth on Schedule 4.14, or except as expressly contemplated by this Agreement, since the date of the Most Recent Year-End Statements, the Company has not: (a) suffered a materially adverse change (i) in or to its financial condition, operating results, earnings or Assets or (ii) in its relations with any material customer, supplier, employee or sales representative; (b) borrowed or otherwise incurred or became subject to any Indebtedness; (c) discharged or satisfied any Lien, or prepaid any amount of Indebtedness for borrowed money, other than those discharged, satisfied, or prepaid in the Ordinary Course of Business; (d) mortgaged, pledged, or subjected to any Lien any portion of the Assets used in the Business other than Permitted Liens; (e) sold, leased, assigned, or transferred (including transfers to any employees or Affiliates of the Company) any portion of its respective tangible Assets used in the Business, except the Lease Assignment or in the Ordinary Course of Business or sales of obsolete or damaged tangible Assets, or cancelled without fair consideration any debts or claims owing to or held by the Company in excess of $10,000; (f) sold, assigned, licensed, or transferred (including transfers to any employees or Affiliates of the Company) any Proprietary Rights or disclosed any confidential information other than pursuant to agreements preserving all rights of the Company in such confidential information; (g) suffered any losses or waived in writing any rights of value in each case in excess of $50,000, whether or not in the Ordinary Course of Business; (h) suffered any theft, damage, destruction or casualty loss in excess of $10,000 per incident and $25,000 in the aggregate, to any Assets associated with or used in the Business, whether or not covered by insurance; (i) made or granted any bonus or any wage, salary, or compensation increase to any director, officer, employee, or consultant, or made or granted any increase in any Employee Benefit Plan, or amended or terminated any existing Employee Benefit Plan, or adopted any new Employee Benefit Plan, except in the Ordinary Course of Business; (j) made any capital expenditures or commitments for capital in excess of $10,000, individually or in the aggregate; (k) made any loans or advances of money, individually or in the aggregate (it being understood that this item does not include accounts receivable generated in the Ordinary Course of Business); (l) made or paid any material c...
Recent Events. Since the Most Recent Fiscal Year End, Transport and its Subsidiaries have not experienced or suffered any Transport Material Adverse Effect. Without limiting the generality of the foregoing, except as reflected on the Most Recent Balance Sheet or Schedule 3.6 of the Transport Disclosure Schedule or, except as expressly disclosed in Transport SEC Reports filed since the Most Recent Fiscal Year End, since the Most Recent Fiscal Year End, none of Transport and its Subsidiaries have: (a) sold, leased, transferred or assigned any of their assets, tangible or intangible, other than in the Ordinary Course of Business for consideration in excess of $100,000; (b) accelerated, terminated, modified, canceled or committed any material breach of any Contract, involving more than $100,000; (c) canceled, compromised, waived, or released any Indebtedness, right or claim (or series of related rights and claims) either involving more than $100,000 or otherwise outside the Ordinary Course of Business; (d) granted any license or sublicense of any Transport Intellectual Property Rights; (e) experienced any damage, destruction or loss (whether or not covered by insurance) exceeding $100,000 outside the Ordinary Course of Business to any of their properties or assets (other than ordinary wear and tear not caused by neglect); (f) incurred any Indebtedness for borrowed money or created or suffered to exist any Security Interest upon any of their material assets outside the Ordinary Course of Business; (g) changed the manner in which the business has been conducted, including, without limitation, collection of accounts receivable or payment of accounts payable, in any material respect; (h) changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; (i) changed the relationships with any customer, supplier, contractors or agents which might reasonably be expected to have a Transport Material Adverse Effect; (j) issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock, or any securities convertible or exchangeable into any of its capital stock; (k) declared, set aside, or paid any dividend or distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (l) entered into any transaction, arran...
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.
AutoNDA by SimpleDocs
Recent EventsThe 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. Except as reflected on the unaudited Carve-out Financial Statements or in Part 3.6 of the Seller Disclosure Schedule, since September 30, 1998 the Seller has not, in connection with the Business: (a) sold, leased, transferred or assigned any material Purchased Asset, other than the sale of inventory in the Ordinary Course of Business; (b) accelerated, terminated, modified, canceled, or committed any material breach of any Assigned Contract involving more than $50,000. (c) granted any license or sublicense of any rights under or with respect to any Intellectual Property other than in the Ordinary Course of Business; (d) changed in any material and adverse respect the manner in which the Business has been conducted; (e) made or committed to make any capital expenditures or entered into any other material transaction outside the Ordinary Course of Business and involving any single expenditure in excess of $50,000; (f) experienced any work interruptions, labor grievances or claims, or any event or condition which would result in a Material Adverse Affect; (g) consummated any material transaction or entered into any material Assigned Contract outside of the Ordinary Course of Business; (h) established, adopted or altered any employee benefit plan or changed the compensation of any employee; (i) incurred, assumed or otherwise become subject to any liability, other than accounts payable or other liabilities which are not material to the Business incurred by the Seller in transactions entered into in the Ordinary Course of Business except as reflected on the Latest Balance Sheet (or, solely for purposes of determining whether this Section 3.6(i) is true and correct as of the Closing Date pursuant to Section 6.2, as reflected on the Closing Balance Sheet); (j) the Seller has not, with respect to the Business, changed any of its methods of accounting or accounting practices, or changed any of the prices of any of its products or any of its pricing policies, in any respect; or (k) committed (orally or in writing) to any of the foregoing.
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.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!