Common use of Recent Transactions Clause in Contracts

Recent Transactions. Except as shown on the Exhibits delivered in connection herewith, the business of the Company has been conducted diligently and only in the ordinary course and the Company has not (a) incurred or become subject to any obligation or liability (absolute or contingent) except current liabilities incurred in the ordinary course of business of the Company and under contracts entered into in the ordinary course of business of the Company, none of which involves potential liability in excess of $5,000 or is not cancelable in thirty days or less notice without penalty or liquidated damages; (b) discharged or satisfied any lien or encumbrance or paid any obligation (tangible or intangible) other than liabilities shown on the Balance Sheet and current liabilities incurred since the date of the said Balance Sheet in the ordinary course of business of the Company; (c) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets, real or personal tangible or intangible; (d) sold or transferred any of its assets, property or rights or cancelled any debts or claims except in each case in the ordinary course of business of the Company, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights or which requires consent of any third party to the transfer and assignment of any of its assets, property or rights; (e) suffered any extraordinary losses (whether or not covered by insurance) or waived any rights of substantial value; (f) made or permitted any amendment or termination of any contract, agreement or license to which it is a party, otherwise than in the ordinary course of business; (g) through negotiation or otherwise, made any commitment or incurred any liability to any labor organization; (h) made capital expenditures or entered into agreements therefor aggregating more than $5,000; (i) issued any stock, bonds or any other corporate securities or granted any options, warrants or other rights calling for the issuance thereof; (j) amended its Articles of Incorporation or By-Laws.

Appears in 2 contracts

Samples: Preferred Stock and Warrant Purchase Agreement (Call Now Inc), Preferred Stock and Warrant Purchase Agreement (Compressent Corp)

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Recent Transactions. Except as shown on the Exhibits delivered in connection herewith, the business of the Company Buyer has been conducted diligently and only in the ordinary course and the Company Buyer has not (a) incurred or become subject to any obligation or liability (absolute or contingent) except current liabilities incurred in the ordinary course of business of the Company Buyer and under contracts entered into in the ordinary course of business of the CompanyBuyer, none of which involves potential liability in excess of $5,000 or is not cancelable in thirty days or less notice without penalty or liquidated damages; (b) discharged or satisfied any lien or encumbrance or paid any obligation (tangible or intangible) other than liabilities shown on the Balance Sheet and current liabilities incurred since the date of the said Balance Sheet in the ordinary course of business of the CompanyBuyer; (c) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets, real or personal tangible or intangible; (d) sold or transferred any of its assets, property or rights or cancelled canceled any debts or claims except in each case in the ordinary course of business of the CompanyBuyer, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights or which requires consent of any third party to the transfer and assignment of any of its assets, property or rights; (e) suffered any extraordinary losses (whether or not covered by insurance) or waived any rights of substantial value; (f) made or permitted any amendment or termination of any contract, agreement or license to which it is a party, otherwise than in the ordinary course of business; (g) through negotiation or otherwise, made any commitment or incurred any liability to any labor organization; (h) made capital expenditures or entered into agreements therefor aggregating more than $5,000; (i) issued any stock, bonds or any other corporate securities or granted any options, warrants or other rights calling for the issuance thereof; (j) amended its Articles of Incorporation or By-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touch Tone America Inc)

Recent Transactions. Except as shown on the Exhibits delivered in connection herewith, the business of the Company has been conducted diligently and only in the ordinary course and the Company has not (a) incurred or become subject to any obligation or liability liability, (absolute or contingent) ), except current liabilities incurred in the ordinary course of business of the Company Company, and under contracts entered into in the ordinary course of business of the Company, none of which involves potential liability in excess of $5,000 or is not cancelable in thirty (30) days or less notice without penalty or liquidated damages; (b) discharged or satisfied any lien or encumbrance encumbrance, or paid any obligation obligation, (tangible or intangible) ), other than liabilities shown on the Balance Sheet and current liabilities incurred since the date of the said Balance Sheet in the ordinary course of business of the Company; (c) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets, real or personal personal, tangible or intangible; (d) sold or transferred any of its assets, property or rights rights, or cancelled canceled any debts or claims except in each case in the ordinary course of business of the Company, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights or which requires consent of any third party to the transfer and assignment of any of its assets, property or rights; (e) suffered any extraordinary losses losses, (whether or not covered by insurance) ), or waived any rights of substantial value; (f) made or permitted any amendment or termination of any contract, agreement or license to which it is a party, otherwise than in the ordinary course of business; (g) through negotiation or otherwise, made any commitment or incurred any liability to any labor organization; (h) made capital expenditures or entered into agreements therefor aggregating more than $5,000; (i) issued any stock, bonds or any other corporate securities or granted any options, warrants or other rights calling for the issuance thereof; (j) amended its Articles of Incorporation or By-Laws. 4.24.

Appears in 1 contract

Samples: Amended Agreement and Plan of Reorganization (Touch Tone America Inc)

Recent Transactions. Except as shown on the Exhibits delivered in connection herewith, the business of the Company Buyer has been conducted diligently and only in the ordinary course and the Company Buyer has not (a) incurred or become subject to any obligation or liability (absolute or contingent) except current liabilities incurred in the ordinary course of business of the Company Buyer and under contracts entered into in the ordinary course of business of the CompanyBuyer, none of which involves potential liability in excess of $5,000 or is not cancelable in thirty days or less notice without penalty or liquidated damages; (b) discharged or satisfied any lien or encumbrance or paid any obligation (tangible or intangible) other than liabilities shown on the Balance Sheet and current liabilities incurred since the date of the said Balance Sheet in the ordinary course of business of the CompanyBuyer; (c) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets, real or personal tangible or intangible; (d) sold or transferred any of its assets, property or rights or cancelled canceled any debts or claims except in each case in the ordinary course of business of the CompanyBuyer, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights or which requires consent of any third party to the transfer and assignment of any of its assets, property or rights; (e) suffered any extraordinary losses (whether or not covered by insurance) or waived any rights of substantial value; (f) made or permitted any amendment or termination of any contract, agreement or license to which it is a party, otherwise than in the ordinary course of business; (g) through negotiation or otherwise, made any commitment or incurred any liability to any labor organization; (h) made capital expenditures or entered into agreements therefor aggregating more than $5,000; (i) issued any stock, bonds or any other corporate securities or granted any options, warrants or other rights calling for the issuance thereof; (j) amended its Articles of Incorporation or By-Laws. 5.29.

Appears in 1 contract

Samples: Amended Agreement and Plan of Reorganization (Touch Tone America Inc)

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Recent Transactions. Except as shown on the Exhibits delivered in connection herewith, the business of the Company has been conducted diligently and only in the ordinary course and the Company has not (a) incurred or become subject to any obligation or liability liability, (absolute or contingent) ), except current liabilities incurred in the ordinary course of business of the Company Company, and under contracts entered into in the ordinary course of business of the Company, none of which involves potential liability in excess of $5,000 or is not cancelable in thirty (30) days or less notice without penalty or liquidated damages; (b) discharged or satisfied any lien or encumbrance encumbrance, or paid any obligation obligation, (tangible or intangible) ), other than liabilities shown on the Balance Sheet and current liabilities incurred since the date of the said Balance Sheet in the ordinary course of business of the Company; (c) mortgaged, pledged or subjected to lien, charge or any other encumbrance, any of its assets, real or personal personal, tangible or intangible; (d) sold or transferred any of its assets, property or rights rights, or cancelled canceled any debts or claims except in each case in the ordinary course of business of the Company, or entered into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights or which requires consent of any third party to the transfer and assignment of any of its assets, property or rights; (e) suffered any extraordinary losses losses, (whether or not covered by insurance) ), or waived any rights of substantial value; (f) made or permitted any amendment or termination of any contract, agreement or license to which it is a party, otherwise than in the ordinary course of business; (g) through negotiation or otherwise, made any commitment or incurred any liability to any labor organization; (h) made capital expenditures or entered into agreements therefor aggregating more than $5,000; (i) issued any stock, bonds or any other corporate securities or granted any options, warrants or other rights calling for the issuance thereof; (j) amended its Articles of Incorporation or By-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touch Tone America Inc)

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