Recent Events Sample Clauses

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Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any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. 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...

Recent Events. Since 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. Since the Most Recent Fiscal Year End, the Company and its Subsidiaries have not experienced or suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except for the exercise of Options pursuant to Section 2.4 hereof, or as reflected on the Latest Balance Sheet, or as set forth in Schedule 4.6 , since the Most Recent Fiscal Year End, the Company and its Subsidiaries have not: (a) borrowed any amount or incurred or become subject to any material liabilities (other than liabilities incurred in the Ordinary Course of Business, liabilities under contracts entered into in the Ordinary Course of Business and borrowings from financial institutions necessary to meet working capital requirements in the Ordinary Course of Business); (b) sold, leased, transferred, assigned, abandoned or permitted to lapse any material assets, tangible or intangible, other than in the Ordinary Course of Business; (c) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (d) experienced any material damage, destruction, or loss (whether or not covered by insurance) to any material assets (other than ordinary wear and tear); (e) made or committed to make any capital expenditures for a single project in excess of $100,000 or made any capital expenditures for all projects in an aggregate amount in excess of $500,000 or entered into any other material transaction outside the Ordinary Course of Business; (f) changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rate; (g) amended their Certificate of Incorporation or Bylaws; (h) paid or increased bonuses, salaries or other compensation to any Seller, director, officer or employee except in the Ordinary Course of Business; (i) entered into any employment, severance or similar agreement or arrangement with any director, officer or employee; (j) adopted, amended or terminated any Plan, profit sharing arrangement, bonus plan, or deferred compensation arrangement or any other compensation arrangement; (k) sold, pledged, leased, encumbered or otherwise disposed of any material assets or real property other than in the Ordinary Course of Business; (l) cancelled or waived any claim or right with a value in excess of $100,000; or (m...

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 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. Except as set forth on Schedule 5.8, since December 31, 2023: (a) the Business has been operated in the ordinary course of business; (b) Seller has used its best efforts to preserve and advance its operations and Business; (c) Seller’s relations with its customers and suppliers have been carried on in a manner designed to preserve Seller’s goodwill; (d) Seller has not (i) engaged in any activity that could reasonably be expected to result in a reduction, temporary or otherwise, in the demand for, or an increase in the cancellation of products or services sold or offered by Seller following the Closing Date, including sales on terms or at prices outside the ordinary course of business, (ii) accelerated the receipt of accounts receivable or engaged in any other activity with customers that has or could reasonably be expected to have the effect of accelerating to pre-Closing periods sales or accounts receivable that would otherwise be expected to be made or collected in post-Closing periods, (iii) conducted its cash management practices other than in the ordinary course of business (including with respect to collection of accounts receivable, payment of accounts payable and accrued expenses, pricing and credit practices and operation of cash management practices generally), or (iv) conducted its inventory purchasing or management practices other than in the ordinary course of business; (e) there has not been, and no event has occurred or circumstance exists that could reasonably be expected to result in, any Material Adverse Change; and (f) there is not and has not occurred any: (i) increase (or promise of any increase) of any bonuses, salaries, benefits or other compensation to any equityholder, manager, officer, director of Seller or any Service Provider (or the payment thereof); (ii) adoption of, modification of, termination of, or increase in the payments to or benefits under, any Benefit Plan; (iii) capital expenditure (or series of capital expenditures) by Seller involving more than $25,000 or outside the ordinary course of business; (iv) loan to or acquisition of the assets (other than purchases of inventory in the ordinary course of business) or securities of any other Person by Seller; (v) theft, damage, destruction or loss (without regard to any insurance) of or to any material asset of the Business, whether or not covered by insurance (other than through ordinary wear and tear); (vi) entry into, modification of, termination of, or acceleration of: ...

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. 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.