ABSENCE OF CERTAIN CHANGES IN EVENTS Sample Clauses

ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 2.2.5, since December 31, 1996, there has not been:
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ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 3.02(e), there has not been: (i) any material adverse change in the business, operations (as now conducted or as presently proposed to be conducted), assets, properties or rights, prospects or condition (financial or otherwise) of Xxxxxxxx or any occurrence, circumstance, or combination thereof, which reasonably could be expected to result in any such material adverse change (a "Material Adverse Effect"); (ii) any increase in amounts payable by Xxxxxxxx to or for the benefit of, or committed to be paid by Xxxxxxxx to or for the benefit of any employee, in any capacity, or any increase in any benefits granted under any bonus, stock option, profit sharing, pension, retirement, deferred compensation, insurance, or other direct or indirect benefit plan, payment or arrangement made to, for the benefit of, or with any such employee; (iii) any transaction entered into or carried out by Xxxxxxxx other than in the ordinary and usual course of its business and consistent with past practice; (iv) any material change made by Xxxxxxxx in the methods of doing business or any change in the accounting principles or practices of Xxxxxxxx or the method of application of such principles or practices; (v) any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on or with respect to any real or personal property owned by Xxxxxxxx; (vi) any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance discharged or satisfied, or any obligation or liability (absolute or contingent) paid, other than current liabilities shown on the Financial Statements and current liabilities incurred and obligations under contracts entered into after such date, in the usual and ordinary course of business; (vii) any sale, lease or other disposition of, or any agreement to sell, lease or otherwise dispose of any of the properties or assets of Xxxxxxxx, other than sales, leases or other dispositions in the usual and ordinary course of business for fair equivalent value to persons other than trustees or officers of Xxxxxxxx in the usual and ordinary course of business; (viii) any purchase of or any agreement to purchase capital assets or any lease or any agreement to lease, as lessee, any capital assets; (ix) any material modification, waiver, change, amendment, release, rescission or termination of, or accord and satisfaction with respect to any material term, condition or prov...
Sample 1
ABSENCE OF CERTAIN CHANGES IN EVENTS. Since March 31, 1996, neither USI nor USI Sub, nor any of their subsidiaries, have suffered (i) a change, or any event involving a prospective change, in the business, assets, financial condition or results of operations of USI, USI Sub, or any of their subsidiaries which has had, or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on USI (other than as a result of changes or proposed changes in federal or state healthcare (including healthcare reimbursement) laws or regulations of general applicability or interpretations thereof, changes in generally accepted accounting principles and accounting changes that could, under the circumstances, reasonably have been anticipated in light of disclosures made in writing by USI or USI Sub pursuant hereto) or (ii) any condition, event or occurrence which would likely prevent or materially delay the consummation of the Merger.
Sample 1
ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 3.2.30, since March 31, 1998, there has not been: (a) Any Material Adverse Effect; (b) Any transaction entered into or carried out by Xxxxxxxx other than in the ordinary and usual course of business; (c) Any borrowing or agreement to borrow funds; any incurring of any assumption, guarantee or other obligation or liability, contingent or otherwise; or any assumption or performance of any loan or obligation of any other entity, except (i) current liabilities incurred in the usual and ordinary course of business or (ii) otherwise, those in an amount not exceeding in the aggregate $50,000 at any one time outstanding; (d) Any material change made by Xxxxxxxx in the methods of doing business, or other than such changes required by GAAP, any change in the accounting principles or practices of Xxxxxxxx with respect to any of the Financial Statements or the method of application of such principles or practices; (e) Any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on or with respect to any of the Assets, Real Property or Personal Property); (f) Any sale, lease or other disposition of or any agreement to sell, lease or otherwise dispose of any of the Property or Assets of Xxxxxxxx, other than sales of finished goods in the usual and ordinary course of business and at Xxxxxxxx'x scheduled prices or the prices specified in Contracts copies of which have previously been delivered to DAH; 15
Sample 1
ABSENCE OF CERTAIN CHANGES IN EVENTS. To Sequa Chemicals' Knowledge, except as set forth on Disclosure Schedule Part 4.06, since September 30, 1998 there has not occurred any event which has materially adversely effected, or may reasonably be expected so to materially adversely effect, Sequa Chemicals or SCSA or the Purchased Assets or condition (financial or otherwise) of Sequa Chemicals or SCSA including, without limitation, any material loss of or material damage to any of the Purchased Assets or the rights, property or assets of SCSA, or any material loss or material adverse change in relationship with a Significant Customer or Significant Supplier (such effect, a "Material Adverse Effect"). Section 4.07.
Sample 1
ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth in Schedule 6.07 or HEI’s SEC Documents, since HEI’s 2006 fiscal year end, there has not occurred any event or condition of any character which has materially adversely affected, or may reasonably be expected so to affect, Seller, the Assumed Obligations or the Purchased Assets (any such affect, a “Material Adverse Effect”).
Sample 1
ABSENCE OF CERTAIN CHANGES IN EVENTS. Except as set forth on Schedule 3.2.6, since October 31, 1996, there has not been: (a) Any material adverse change in the operations (as now conducted or as presently proposed to be conducted), assets, properties or rights, condition (financial or otherwise) or to the best knowledge of AMP prospects, including, but not limited to any indication by any customer or distributor of a material reduction in anticipated volumes of Contact Products to be acquired, of AMP as it pertains to the activities of Qualitronix or, any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change (a "Material Adverse Effect");
Sample 1
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Related to ABSENCE OF CERTAIN CHANGES IN EVENTS

  • Absence of Certain Changes and Events Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Absence of Certain Changes Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

  • Absence of Certain Changes or Events Since the date of the Company Balance Sheet there has not been: (i) any Material Adverse Effect on the Company, (ii) 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 Company's or any of its subsidiaries' capital stock, 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 its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of the Company's or any of its subsidiaries' capital stock, (iv) except as set forth in Part 2.6 of the Company Schedules, any granting by the Company or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company or any of its subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or (v) any granting by the Company or any of its subsidiaries of any increase in severance or termination pay or (vi) any entry by the Company or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any other agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (vii) entry by the Company or any of its subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property (as defined in Section 2.9) other than licenses in the ordinary course of business consistent with past practice, (viii) any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company with the SEC, (ix) any material change by the Company in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, (x) any revaluation by the Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business and consistent with past practice; or (xi) any changes in the vesting schedules of outstanding Company Options.

  • Absence of Certain Changes, Events and Conditions Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:

  • Absence of Changes or Events Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes in terms of rights of payment.

  • Absence of Certain Developments Except as contemplated by this Agreement and as contemplated by the Commission Documents, since February 28, 2002, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of any of its employees, except as part of regular compensation increases in the ordinary course of business, (o) entered into any agreement or commitment to do any of the foregoing.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Absence of Certain Agreements Neither Parent nor any of its Affiliates has entered into any contract, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into any contract, arrangement or understanding (in each case, whether oral or written), pursuant to which: (a) any stockholder of the Company would be entitled to receive consideration of a different amount or nature than the Merger Consideration or pursuant to which any stockholder of the Company (i) agrees to vote to adopt this Agreement or the Merger or (ii) agrees to vote against any Superior Proposal or (b) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Merger.

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