Absence of Change. Since the Statement Date, none of the Group Companies has declared or paid any dividend on its shares or registered capital, and since the Statement Date, except as contemplated by the Principal Agreements and disclosed in the Disclosure Schedule:
(a) each of the Group Companies has (i) conducted its business in the ordinary course consistent with past practice, (ii) used its best efforts to preserve its business, (iii) collected accounts receivable and paid accounts payable and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business;
(b) none of the Group Companies has entered into any transaction in an amount in excess of RMB5,000,000 other than in the ordinary course of business consistent with past practice;
(c) there has been no material adverse change in or affecting the business, financial condition, results, operations or prospects of any of the Group Companies;
(d) there has been no damage to, destruction or loss of physical property (whether or not covered by insurance) materially affecting the business, financial condition, results, operations or prospects of any Group Company;
(e) there has been no waiver of any material right or claim of any Group Company, or the cancellation of any material debt or claim held by any Group Company;
(f) there has been no sale, assignment, exclusive license, Encumbrance upon or transfer of any tangible or intangible assets (including without limitation, Intellectual Property) of any Group Companies other than in the ordinary course of business consistent with past practice;
(g) there has been no satisfaction or discharge of any Encumbrance or payment of any obligation by any of the Group Companies, except such satisfaction, discharge or payment made in the ordinary course of business consistent with past practice that is not material to the assets, properties, financial condition, operating results or business of any Group Company;
(h) there has been no waiver, material change, amendment to or termination of a Material Contract or arrangement by which any of the Group Companies (or any of its assets or properties) is bound or subject, except for changes or amendments which are expressly provided for by the Principal Agreements;
(i) there has not been any incurrence, commitment to incur, assumption or guarantee ...
Absence of Change. Since the date of the balance sheet, there has not been any change in the financial condition or operations of the ISSUER, except changes in the ordinary course of business, which changes have not, in the aggregate, been materially adverse.
Absence of Change. No fact, event or circumstance shall have occurred which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Absence of Change. Except as disclosed in Section 2.5 of the Seller and Shareholder Disclosure Letter, since December 31, 2006, there has not been: (a) any Material Adverse Effect; (b) any material damage, natural or otherwise, to any of the Purchased Assets being purchased hereunder; (c) any confiscation of any of the Purchased Assets by any government or any agency thereof; (d) any lockout, strike, labor trouble, state of emergency, war, act of God or other event which affected or will affect the Business or Purchased Assets; (e) any material sales of goods or services or other transactions of Seller, other than those occurring in the ordinary course of business; (f) any material change in the manner of conducting the Business and operations of Seller; (g) any material change in the manner in which Seller pays its accounts payable and no payment of any accounts payable, nor any failure to pay any accounts payable, other than in the ordinary course of Business; (h) any financial or other commitments or obligations incurred by Seller, except such as may be incidental to carrying on the ordinary course of Business; (i) any borrowing by Seller of any funds and no endorsing or guaranteeing payment by Seller of any loan or obligation, contractual or otherwise, of any other individual, firm, corporation or other entity, and except as set forth in the Financial Statements, there are no such borrowings, endorsements or guarantees by Seller presently outstanding; (j) any material loans or advances by Seller to any individual, firm, corporation or other entity at any time; (k) any capital additions or improvements in excess of FIFTY THOUSAND DOLLARS ($50,000) in the aggregate to the properties of Seller, and no contracts or purchase orders therefore; (l) any sale, retirement, abandonment or other disposition of any of the Purchased Assets or other property of Seller, except the disposition or replacement of minor equipment in the ordinary course of business with an individual fair market value of less than TEN THOUSAND DOLLARS ($10,000); (m) any outstanding obligation by Seller either for money borrowed or otherwise, other than as set forth in the Financial Statements, except trade accounts payable and other current expenses and taxes incurred and accrued on Seller's books and arising in the ordinary course of business, none of which obligations are in default or arrears of payment; (n) any dividend or mandatory redemptions on Seller's capital stock and no money or other property set...
Absence of Change. Except as disclosed in the Public Disclosure Documents or in writing by the Borrower to the Administrative Agent as of the date hereof and except as otherwise permitted by this Agreement after the date hereof, since December 31, 2014, there has been no event, change or effect which, individually or in the aggregate, has had, or could reasonably be expected to have a Material Adverse Effect.
Absence of Change. Except as set forth in Section 5.2 of the VitaMed Disclosure Schedule, since June 30, 2011, VitaMed has been operated in the Ordinary Course of Business, and there has not been:
(i) any material obligation or liability (whether absolute, accrued, contingent, determined or undetermined or otherwise, and whether due or to become due) incurred, other than current obligations and liabilities incurred in the Ordinary Course of Business;
(ii) any payment, discharge or satisfaction of any claim, except in the Ordinary Course of Business;
(iii) any declaration, setting aside or payment of any dividend or other distribution with respect to VitaMed’s equity interests or any direct or indirect redemption, purchase or other acquisition of any such equity interests, or any split, subdivision or reclassification of such equity interests;
(iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible), except in the ordinary course of business;
(v) any write-down of the value of any asset, or any write-off as uncollectible of any accounts or notes receivable or any portion thereof;
(vi) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value;
(vii) any capital expenditure or commitment or addition to property, plant or equipment, in each case in excess of $20,000;
(viii) any general increase in the compensation of its employees (including any increase pursuant to any bonus, pension, profit-sharing or other benefit or compensation plan, policy or arrangement or commitment) other than in the ordinary course of business;
(ix) any damage, destruction or loss (whether or not covered by insurance) affecting any asset or property having a book value or market value in excess of $50,000;
(x) any commencement of any litigation, arbitration or other similar proceeding;
(xi) any incurrence of new or additional indebtedness for borrowed money;
(xii) any amendment to constitutive documents;
Absence of Change. Except as set forth in Schedule 4.07 or as otherwise expressly provided in this Agreement and the other Transaction Documents, since March 31, 2004, there has not been:
(a) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the capital stock of the Company, or any purchase, redemption or other acquisition by the Company of any of the Company's capital stock or any other securities of the Company or the Subsidiaries, or any issuance of any options, warrants, calls or rights to acquire any such shares or other securities, except for the issuance of Shares pursuant to the exercise of Options, if any;
(b) any split, combination or reclassification of any of the capital stock of the Company or the Subsidiaries;
(c) any material change or alteration in the policy of the Company relating to the granting of stock options to its employees, directors and consultants;
(d) any purchase or sale or other disposition, or any agreement or other legally binding arrangement for the purchase, sale or other disposition, of any of the properties or assets of the Company or the Subsidiaries, other than in the ordinary course of business;
(e) any damage, destruction or loss, not covered by insurance, of any material asset of the Company and the Subsidiaries;
(f) any change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or the applicability thereof);
(g) any oral or written notice that there has been or will be a loss of, or contract cancellation by, any current customer, supplier or licensor of the Company or any Subsidiary, which loss or cancellation would result in lost annual revenues to the Company or such Subsidiary of at least Five Hundred Thousand Dollars ($500,000);
(h) any agreement to enter into any material transaction, agreement or commitment other than in the ordinary course of business by the Company or any Subsidiary;
(i) forgiveness or cancellation of any indebtedness owed to the Company or any Subsidiary or waiver by the Company or any Subsidiary of any claims or rights of material value (including, without limitation, any indebtedness owed by any shareholder, officer, director, employee or affiliate of the Company or any Subsidiary) other than in the ordinary course of business;
(j) other than in the ordinary course of business and consistent with past practice of the Company or any Subsidiary, grant o...
Absence of Change. Except as set forth in the SEC Reports and except for any changes that individually or in the aggregate could not be reasonably expected to have a Company Material Adverse Effect, the Company's Report on Form 10-K for the fiscal year ended December 31, 1999 remains true and correct. To the knowledge of the Company, there is no fact, matter or event as of the date hereof which would permit, and as of the Closing Date which will permit, the Company to effect a Sales Blackout Period (as defined in SECTION 7.3).
Absence of Change. Except as disclosed in Schedule 6.16 of the Disclosure Schedule, except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date, since September 30, 2007 there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as disclosed in Schedule 6.16 of the Disclosure Schedule, there has not occurred, between September 30, 2007 and the date hereof, any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. assets of Seller or its Affiliates used or held for use in the conduct of the Business in an aggregate amount [****]*.
Absence of Change. Between the date of this Agreement and the ----------------- Effective Time, no adverse change shall have occurred in the business, operations or financial or other condition of the Company, its business or the Company Business Assets, nor shall there have occurred any casualty loss or destruction of, or damage to, any of the Company Assets.
