Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, there has not been: (a) any Material Adverse Effect on the Company or its Subsidiary, (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Union Street Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition Corp.)

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Absence of Certain Changes or Events. Except as set forth in Schedule Section 2.9 hereto or in of the Unaudited Financial Statements, or as otherwise provided in this AgreementCompany Disclosure Letter, since November 30, 2007, the Interim Balance Sheet Date there has not been, occurred or arisen: (a) any event or condition of any character that, to the knowledge of the Company, has had or is reasonably expected to have a Material Adverse Effect on the Company or its Subsidiary, Company; (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestthe Company’s or any of its subsidiaries’ capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, securities except for repurchases from Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements; (c) any split, combination or reclassification of any of the Company’s or any of its Subsidiary’s membership interests, subsidiaries’ capital stock, ; (d) any granting by the Company or any of its Subsidiary subsidiaries of any increase in compensation or fringe benefits, benefits to any Employee (except for normal increases in the ordinary course of cash compensation business consistent with past practice in the base salaries of non-officer Employees in an amount that does not exceed 10% of such base salaries per employee), or any payment by the Company or any of its subsidiaries of any bonus (except for bonuses made to current non-officer Employees in the ordinary course of business consistent with past practice), or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or one of its Subsidiary subsidiaries into any licensing Contract (or amendment of an existing Contract) to grant or provide severance, acceleration of vesting, termination pay or other agreement with regard to the acquisition or disposition of any Intellectual Property similar benefits; (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fe) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, practices (g) including any change in the auditors of the Company depreciation or its Subsidiaryamortization policies or rates or revenue recognition policies), except as required by concurrent changes in GAAP; (h) any issuance of capital stock of the Company or its Subsidiary, (if) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, including writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of businessbusiness consistent with past practice; (g) the incurring, creation or assumption of any material Encumbrance, any discharge of any Encumbrance or material liability which was not shown on the Interim Balance Sheet or incurred in the ordinary course of business since the Interim Balance Sheet Date, any material liability or obligation for borrowed money or any material liability or obligation as guaranty or surety with respect to the obligations of others; and (h) any announcement of, any negotiation by or any agreement by the Company, any of its subsidiaries, or (x) any agreement, whether written or oralEmployee on behalf of the Company, to do any of the foregoingthings described in the preceding clauses (a) through (h) (other than negotiations or agreements with Parent and Merger Sub regarding the Transactions).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (3com Corp), Agreement and Plan of Merger (Tippingpoint Technologies Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial StatementsGSME SEC Reports filed prior to the date of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 3025, 20072009, there has not been: (ai) any Material Adverse Effect on the Company GSME or its SubsidiaryGSME Sub, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestGSME’s or GSME Sub’s capital stock, or any purchase, redemption or other acquisition by the Company GSME or its Subsidiary GSME Sub of any of the CompanyGSME’s or its SubsidiaryGSME Sub’s membership interests, capital stock or any other securities of the Company GSME or its Subsidiary GSME Sub or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyGSME’s or its SubsidiaryGSME Sub’s membership interests, capital stock, (div) any granting by the Company GSME or its Subsidiary GSME Sub 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 GSME or its Subsidiary GSME Sub of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company GSME or its Subsidiary GSME Sub of any increase in severance or termination pay or any entry by Company GSME or its Subsidiary GSME Sub into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company GSME or its Subsidiary GSME Sub of the nature contemplated hereby, (ev) entry by the Company GSME or its Subsidiary GSME Sub into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company GSME or its Subsidiary GSME Sub with respect to any Governmental Entity, (fvi) any material change by the Company GSME or its Subsidiary GSME Sub in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company GSME or its SubsidiaryGSME Sub, (hviii) any issuance of capital stock of the Company GSME or its SubsidiaryGSME Sub, or (iix) any revaluation by the Company GSME or its Subsidiary GSME Sub of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company GSME or its Subsidiary GSME Sub other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (GSME Acquisition Partners I), Agreement and Plan of Reorganization (GSME Acquisition Partners I)

Absence of Certain Changes or Events. Except as set forth in Schedule Section 2.9 hereto or in of the Unaudited Financial Statements, or as otherwise provided in this AgreementCompany Schedule, since November 30March 31, 20072000, there has not been: been (ai) any Material Adverse Effect on the Company or its SubsidiaryCompany, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestCompany's or any of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, 's capital stock or any other securities of the Company or its Subsidiary subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securitiessecurities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (ciii) any split, combination or reclassification of any of the Company’s 's or any of its Subsidiary’s membership interests, subsidiaries' capital stock, (div) any granting by the Company or any of its Subsidiary subsidiaries of any material 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 Subsidiary subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or any of its Subsidiary subsidiaries of any increase in severance or termination pay or any entry by Company or any of its Subsidiary subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are would be contingent or the terms of which are would be materially altered upon the occurrence of a transaction involving the Company or its Subsidiary consummation of the nature transactions contemplated hereby, (ev) entry by the Company or any of its Subsidiary subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof2.17) other than licenses and other agreements in the ordinary course of business consistent with past practice or and licenses disclosed in Section 2.17(g) of the Company Schedule, (vi) any amendment or consent with respect to any licensing agreement filed or required to be filed by Company with the Company or its Subsidiary with respect to any Governmental EntitySEC, (fvii) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (gviii) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any material revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (PMC Sierra Inc), Agreement and Plan of Reorganization (Quantum Effect Devices Inc)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto connection with this Agreement or the transactions contemplated hereby, since December 31, 2001, each of the Target Companies and their respective subsidiaries have conducted their business only in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, ordinary course and there has not been: been (ai) any Material Adverse Effect material adverse change to the Target Companies and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would reasonably be expected to have a material adverse effect on either of the Company or its SubsidiaryTarget Companies, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of to any of the Company’s or its Subsidiary’s membership interests, Target Companies' capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of the Company’s Target Companies' capital stock or its Subsidiary’s membership interestsany issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Target Companies' capital stock, except for issuances of Target Company Common Stock upon the exercise of the Target Company Options awarded prior to the date hereof in accordance with their present terms or in accordance with the terms of the Target Companies Stock Plans, (div) (A) any granting by either of the Company Target Companies or its Subsidiary any of their respective subsidiaries to any current or former director, executive officer or other key employee (as defined in Section 10.02) of either of the Target Companies or their respective subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of May 31, or any payment by the Company or its Subsidiary of any bonus2002, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by either of the Company Target Companies or its Subsidiary any of their respective subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business or as required under any employment agreements in effect as of May 31, 2002, or (C) any entry by Company either of the Target Companies or its Subsidiary into any currently effective of their respective subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, (v) except as required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by either of the Target Companies materially affecting its assets, liabilities or business or (xvi) any agreement, whether written tax election that individually or oral, in the aggregate would reasonably be expected to do have a material adverse effect on the Target Companies or any of the foregoingtheir material tax attributes or any settlement or compromise of any material income tax liability.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Urs Corp /New/), Agreement and Plan of Merger (Tc Group LLC)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30January 1, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Endeavor Acquisition Corp.), Agreement and Plan of Reorganization (Endeavor Acquisition Corp.)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in connection with this Agreement, the Option Agreements or the transactions contemplated hereby and thereby, and except as permitted by Section 4.1(a), since November 30April 27, 20071996, RSI and its subsidiaries have conducted their busi- ness only in the ordinary course consistent with past practice or as disclosed in any RSI SEC Document filed since such date and prior to the date hereof, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.3) in RSI, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, RSI's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination combi- nation or reclassification of any of RSI's capital stock or any issuance or the Company’s authorization of any issuance of any other se- curities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of RSI's capital stock, except for issuances of RSI Com- mon Stock upon exercise or conversion of RSI Employee Stock Options, in each case awarded prior to the date hereof in ac- cordance with their present terms or issued pursuant to Section 4.1(a), (div)(A) any granting by the Company RSI or any of its subsidiaries to any current or former director, executive officer or other key employee of RSI or its Subsidiary subsidiaries of any increase in compensation com- pensation, bonus or fringe other benefits, except for normal increases as a result of cash compensation promotions, normal increases of base pay in the ordinary course of business consistent with past practiceor as was required under any em- ployment agreements in effect as of April 27, 1996 or any payment by disclosed in Section 3.1(i) of the Company or its Subsidiary of any bonusRSI Disclosure Schedule, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by the Company RSI or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (C) any entry by Company RSI or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination ter- mination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard except insofar as may have been disclosed in RSI SEC Documents filed and publicly available prior to the acquisition or disposition date of any Intellectual Property this Agreement (as defined in Section 2.21 amended to the date hereof, the "RSI Filed SEC Documents") other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to a change in GAAP, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by RSI materially affecting its assets, liabilities or business, (gvi) any change except insofar as may have been disclosed in the auditors of RSI Filed SEC Documents, any tax election that individually or in the Company aggregate would have a material adverse effect on RSI or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of businessany material income tax liability, or (xvii) any agreement, whether written action taken by RSI or oral, to do any of the foregoingRSI subsidiaries during the period from April 28, 1996 through the date of this Agreement that, if taken during the period from the date of this Agree- ment through the Effective Time, would constitute a breach of Section 4.1(a).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Jp Foodservice Inc), Agreement and Plan of Merger (Jp Foodservice Inc)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto connection with this Agreement or the transactions contemplated hereby or thereby, Halis and its subsidiaries have conducted their business only in the Unaudited Financial Statements, ordinary course consistent with past practice or as otherwise provided disclosed in this Agreementany Halis SEC Document filed since such date and prior to the date hereof, since November 30, 2007, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.3) in Halis, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Halis' capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of Halis' capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Halis' capital stock, except for issuances of Halis Common Stock upon exercise or conversion of Halis Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms, (div) (A) any granting by the Company Halis or any of its subsidiaries to any current or former director, officer or other key employee of Halis or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases as a result of cash compensation promotions, normal increases of base pay or target bonuses in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of December 31, or any payment by the Company or its Subsidiary of any bonus1999, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by the Company Halis or any of its Subsidiary subsidiaries to any such current or former director, officer or key employee of any increase in severance or termination pay pay, or (C) any entry by Company Halis or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, officer, or any agreement the benefits material amendment of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary any of the nature contemplated herebyforegoing with any key employee, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard except insofar as may have been disclosed in Halis SEC Documents filed and publicly available prior to the acquisition or disposition date of any Intellectual Property this Agreement (as defined in Section 2.21 amended to the date hereof, the "Halis Filed SEC Documents") other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to a change in GAAP, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Halis materially affecting its assets, liabilities or business, (gvi) any change except insofar as may have been disclosed in the auditors of Halis Filed SEC Documents, any tax election that individually or in the Company aggregate would have a material adverse effect on Halis or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of business, any material income tax liability or (xvii) any agreement, whether written action taken by Halis or oral, to do any of the foregoingHalis subsidiaries during the period from December 31, 1999 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Healthwatch Inc), Agreement and Plan of Merger (Halis Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007date of the last filed Seller SEC Report, there has not been: (ai) any Material Adverse Effect on the Company or any of its Subsidiarysubsidiaries, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestthe Company’s or any of its subsidiaries’ capital stock, or any purchase, redemption or other acquisition by Seller or the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the Company’s or any of its Subsidiary’s membership interests, subsidiaries’ capital stock, (div) any granting by the Company or any of its Subsidiary 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 Subsidiary subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or any of its Subsidiary subsidiaries of any increase in severance or termination pay or any entry by the Company or any of its Subsidiary subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Seller of the nature contemplated hereby, (ev) entry by the Company or any of its Subsidiary subsidiaries into any sale, licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 4.18 hereof) or other property thereof, other than licenses in the ordinary course of business consistent with past practice or practice, and other than any amendment or consent with respect to any licensing agreement filed or required to be filed by licenses disclosed on Section 4.18(j) of the Company or its Subsidiary with respect to any Governmental EntitySeller Disclosure Letter, (fvi) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change except as required by concurrent changes in the auditors of the Company or its SubsidiaryGAAP, (h) any issuance of capital stock of the Company or its Subsidiary, (ivii) any revaluation by the Company or any of its Subsidiary subsidiaries of any of its or their assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable receivable, or (viii) any sale of assets of the Company or its Subsidiary subsidiaries other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Resonate Blends, Inc.), Stock Purchase Agreement (Resonate Blends, Inc.)

Absence of Certain Changes or Events. Except as set forth disclosed or reflected in the Catellus SEC Documents filed with the SEC prior to the date of this Agreement or as disclosed in Schedule 2.9 hereto or in 2.1(f) of the Unaudited Financial Statements, Catellus Disclosure Letter or as otherwise provided in permitted by this AgreementAgreement (including any action or events permitted by Section 3.1), since November 30December 31, 2007, 2004 there has not been: (ai) any Material Adverse Effect on the Company or its Subsidiary, (bA) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, shares or property) in with respect of, to any of membership interest, Catellus’s capital stock except for regular quarterly dividends on the Catellus Common Shares; (B) any amendment of any term of any outstanding equity security of Catellus or any purchaseCatellus Subsidiary; (C) any repurchase, redemption or other acquisition by the Company Catellus or its any Catellus Subsidiary of any outstanding shares of the Company’s or its Subsidiary’s membership interests, capital stock or any other equity securities of the Company of, or its Subsidiary other ownership interests in, Catellus or any optionsCatellus Subsidiary; (D) any change in any method of accounting or accounting practice or any tax method, warrantspractice or election by Catellus or any Catellus Subsidiary that would materially affect its assets, calls liabilities or rights to acquire business, except insofar as may have been required by a change in applicable Law or GAAP; (E) any such shares Catellus Material Adverse Effect; (F) any (1) amendment of any employment, consulting, severance, retention or other securitiesagreement between Catellus and any officer or director of Catellus; (2) grant of any severance or termination pay to any director or officer of Catellus or any Catellus Subsidiary; (3) entering into of any employment agreement with any director or officer of Catellus or any Catellus Subsidiary; (4) material increase in any benefits payable under any existing severance or termination pay policies or employment agreements; or (5) increase in compensation, bonus or other benefits payable to directors or officers of Catellus or any Catellus Subsidiary; (cG) any incurrence, assumption or guarantee by Catellus or any Catellus Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business consistent with past practices; (H) any creation or assumption by Catellus or any Catellus Subsidiary of any Lien in an amount, individually or in the aggregate, in excess of $50 million on any asset other than in the ordinary course of business consistent with past practices; or (I) any making of any loan, advance or capital contribution to or investment in any Person in an amount exceeding $25 million or (ii) except for the issuance of awards under the Catellus Stock Option Plans and the issuance of Catellus Common Shares, any split, combination or reclassification of any of the CompanyCatellus’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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, stock or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent issuance or the terms authorization of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of any other securities in respect of, in lieu of, or in substitution for, or giving the right to acquire by exchange or exercise, capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale issuance of assets of the Company or its Subsidiary other than in the ordinary course of businessan ownership interest in, or (x) any agreement, whether written or oral, to do any of the foregoingCatellus Subsidiary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Catellus Development Corp), Agreement and Plan of Merger (Prologis)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007date of the Pathlore Balance Sheet, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryPathlore, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock, or property) in respect of, any of membership interestPathlore’s or any of its Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Pathlore of any of the Company’s or its Subsidiary’s membership interests, capital stock Pathlore Capital Stock or any other securities of the Company Pathlore or its Subsidiary Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, ; (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (diii) any granting by the Company or its Subsidiary Pathlore of any increase in compensation or fringe benefits, except for normal increases of cash compensation to current non-officer employees in the ordinary course of business consistent with past practice, or (iv) any payment by the Company Pathlore or any of its Subsidiary Subsidiaries of any bonus, except for bonuses made to current employees in the ordinary course of business consistent with past practice, or (v) any granting by the Company Pathlore or any of its Subsidiary Subsidiaries of any increase in severance or termination pay or pay, (vi) any entry by Company Pathlore or any of its Subsidiary Subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Pathlore of the nature contemplated hereby, ; (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fvii) any material change by the Company or its Subsidiary Pathlore in its accounting methods, principles or practices, (g) any change except as required by concurrent changes in the auditors of the Company or its SubsidiaryGAAP, (h) any issuance of capital stock of the Company or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Pathlore of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary in either case other than in the ordinary course of business, which such revaluations are, individually, or in the aggregate, material, or (xix) agreement by Pathlore or any agreement, whether written or oral, Pathlore Subsidiary to do any of the foregoingthings described in the preceding clauses (i) through (ix) of this Section 2.6 (other than negotiations with SumTotal and its representatives regarding the transactions contemplated by this Agreement).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sumtotal Systems Inc), Agreement and Plan of Merger (Sumtotal Systems Inc)

Absence of Certain Changes or Events. (a) Except as otherwise set forth in on Schedule 2.9 hereto or in 5.07 of the Unaudited Financial Statements, or as otherwise provided in this AgreementParent Disclosure Schedule, since November June 30, 20072000 and prior to the date hereof, there has not been: been (ai) any Material Adverse Effect on event that could reasonably be expected to prevent or materially delay the Company or its Subsidiaryperformance of Parent's obligations pursuant to this Agreement and the consummation of the Merger by Parent, (bii) any material change by Parent in its accounting methods, principles or practices, (iii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, the Parent Common Shares or any purchaseredemption, redemption purchase or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other Parent's securities, (civ) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance the compensation or termination pay benefits or establishment of any entry by Company or its Subsidiary into any currently effective employmentnew bonus, insurance, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiarycontrol, deferred compensation, pension, retirement, profit sharing, stock option (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value granting of capitalized inventory stock options, stock appreciation rights, performance awards or writing off notes restricted stock awards), stock purchase or accounts receivable other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Parent or any Parent Subsidiary, (v) any issuance or sale of assets any stock, notes, bonds or other securities other than pursuant to the exercise of outstanding securities, or entering into any agreement with respect thereto, (vi) any amendment to the Company Parent's Articles of Association, bylaws or its Subsidiary comparable charter documents, (vii) other than in the ordinary course of business, or any (x) purchase, sale, assignment or transfer of any agreementmaterial assets (it being understood that the purchase of a business or of any equity or other ownership interest in any entity shall not be deemed to occur in the ordinary course of business), whether written (y) mortgage, pledge or oralthe institution of any lien, to encumbrance or charge on any material assets or properties, tangible or intangible, except for liens for Taxes not yet delinquent and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Parent Material Adverse Effect, or (z) waiver of any rights of material value or cancellation or any material debts or claims, or (viii) any entering into any transaction of a material nature other than in the foregoingordinary course of business, consistent with past practices.

Appears in 2 contracts

Samples: Merger Agreement (Ness Technologies Inc), Merger Agreement (Sapiens International Corp N V)

Absence of Certain Changes or Events. Except as set forth disclosed in Schedule 2.9 hereto the Acquiror SEC Documents filed with the SEC prior to the date hereof or in SCHEDULE 3.2.6 to the Unaudited Acquiror Disclosure Letter, since the date of the most recent financial statements included in the Acquiror SEC Documents (the "Acquiror Financial Statements, or as otherwise provided in Statement Date") to the date of this Agreement, since November 30, 2007, Acquiror and the Acquiror Subsidiaries have conducted their business only in the ordinary course and there has not been: been (ai) any change that would have an Acquiror Material Adverse Effect on (a "Acquiror Material Adverse Change"), nor has there been any occurrence or circumstance that with the Company or its Subsidiarypassage of time would reasonably be expected to result in an Acquiror Material Adverse Change, (bii) except for regular quarterly dividends not in excess of $.595 per share of Acquiror Common Stock any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interestAcquiror's capital stock, or other than any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights dividend required to acquire any such shares or other securitiesbe paid pursuant to SECTION 2.2.4, (ciii) any split, combination or reclassification of any of Acquiror's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its Subsidiary’s membership interests, capital stock, stock or any issuance of an ownership interest in any Acquiror Subsidiary except as permitted by SECTION 4.2 after the date hereof (div) any granting damage, destruction or loss, whether or not covered by the Company insurance, that has or its Subsidiary of any increase in compensation would have or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, is reasonably likely to have an Acquiror Material Adverse Effect or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fv) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Acquiror or any Acquiror Subsidiary, (g) any except insofar as required by a change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.GAAP. 3.2.7

Appears in 2 contracts

Samples: Exhibit 2 Agreement and Plan of Merger (Post Apartment Homes Lp), Exhibit 2 Agreement and Plan of Merger (Columbus Realty Trust)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in this Agreement2.9, since November April 30, 20072010, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryPlastec, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestPlastec’s shares, or any purchase, redemption or other acquisition by the Company or its Subsidiary Plastec of any of the CompanyPlastec’s or its Subsidiary’s membership interests, capital stock shares or any other securities of the Company or its Subsidiary Plastec or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyPlastec’s or its Subsidiary’s membership interests, capital stockshare structure, (div) (A) any granting by the Company or its Subsidiary Plastec 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 (B) any payment by the Company or its Subsidiary Plastec of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or (C) any granting by the Company or its Subsidiary Plastec of any increase in severance or termination pay or any entry by Company or its Subsidiary Plastec 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 adversely to Plastec upon the occurrence of a transaction involving the Company or its Subsidiary Plastec of the nature contemplated hereby, except in the case of clause (eC) for such employment, severance, termination, indemnification or other agreements made in the ordinary course of business consistent with past practice, (v) entry by the Company or its Subsidiary Plastec into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof2.18) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Plastec with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Plastec in its accounting methods, principles or practicespractices except for those changes required under IFRS, (gvii) any change in the auditors of Plastec, except for the Company or its Subsidiaryengagement of Xxxxx Xxxxxxxx in May 2010, (hviii) any issuance of capital stock shares of the Company or its SubsidiaryPlastec, (iix) any revaluation by the Company or its Subsidiary Plastec of any material portion of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Plastec other than in the ordinary course of business, business or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (GSME Acquisition Partners I), Agreement and Plan of Reorganization (GSME Acquisition Partners I)

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and except as set forth in Schedule 2.9 hereto or permitted by Section 4.1(b), since September 30, 1997, Interiors and its subsidiaries have conducted their business only in the Unaudited Financial Statements, ordinary course or as otherwise provided disclosed in this Agreementany Interiors SEC Document filed since such date and prior to the date hereof, since November 30, 2007, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change in Interiors, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Interiors's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of Interiors's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Interiors's capital stock, except for issuances of Interiors Class A Common Stock, Interiors Class B Common Stock, or Interiors Preferred Stock upon conversion or redemption of Interiors Convertible Securities or the exercise of Interiors Employee Stock Options, in each case, awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(b), (div)(A) any granting by the Company Interiors or any of its subsidiaries to any current or former director, executive officer or other key employee of Interiors or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases as a result of cash compensation promotions, normal increases of base pay in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of September 30, or any payment by the Company or its Subsidiary of any bonus1997, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by the Company Interiors or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (C) any entry by Company Interiors or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard except insofar as may have been disclosed in Interiors SEC Documents filed and publicly available prior to the acquisition or disposition date of any Intellectual Property this Agreement (as defined in Section 2.21 amended to the date hereof, the "Interiors Filed SEC Documents") other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to a change in GAAP, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Interiors materially affecting its assets, liabilities or business, (gvi) any change except insofar as may have been disclosed in the auditors of Interiors Filed SEC Documents, any tax election that individually or in the Company aggregate would have a material adverse effect on Interiors or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of business, any material income tax liability or (xvii) any agreement, whether written action taken by Interiors or oral, to do any of the foregoingInteriors subsidiaries during the period from September 30, 1997 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 4.1(b).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interiors Inc), Agreement and Plan of Merger (Interiors Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statementsinterim balance sheets of Beacon as of September 30, or as otherwise provided in this Agreement2007 (including the notes thereto), since November September 30, 2007, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryBeacon, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestBeacon's stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Beacon of any of the Company’s or its Subsidiary’s membership interests, Beacon's capital stock or any other securities of the Company or its Subsidiary Beacon or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Beacon's capital stock, or any amendment or modification of the terms of any options, warrants or convertible securities of Beacon, (div) any granting by the Company or its Subsidiary Beacon 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 its Subsidiary Beacon of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Beacon of any increase in severance or termination pay or any entry by Company or its Subsidiary Beacon into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Beacon of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Beacon into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Beacon with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Beacon in its accounting methods, principles or practices, (gvii) any change in the auditors of the Company or its SubsidiaryBeacon, (hvii) any issuance of capital stock stock, options or warrants of the Company Beacon, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Beacon of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Beacon other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Henderson J Sherman Iii), Securities Exchange Agreement (Suncrest Global Energy Corp)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto connection with this Agreement or the transactions contemplated hereby, since December 31, 1997, Acquiror and its subsidiaries have conducted their business only in the Unaudited Financial Statements, ordinary course or as otherwise provided disclosed in this Agreementany Acquiror Filed SEC Document, since November 30, 2007, and there has not been: been (a) any Material Adverse Effect on the Company or its Subsidiary, (b1) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interestAcquiror's capital stock, or any purchase, redemption or other acquisition by than regular quarterly cash dividends on the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesAcquiror Common Stock, (c2) any split, combination or reclassification of any of Acquiror's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Acquiror's capital stock, except for issuances of Acquiror Common Stock upon the exercise of Acquiror Employee Stock Options awarded prior to September 30, 1998 in accordance with their present terms or issued pursuant to Section 4.1(b) or in accordance with the terms of the Acquiror Stock Plans, (d3) (A) any granting by the Company Acquiror or any of its subsidiaries to any current or former director, executive officer or other key employee of Acquiror or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or as was required under any payment by employment agreements in effect as of the Company or its Subsidiary date of any bonus, except for bonuses made the most recent audited financial statements included in the ordinary course Acquiror SEC Documents filed and publicly available prior to the date of business consistent with past practicethis Agreement (as amended to the date of this Agreement, or the "Acquiror Filed SEC Documents"), (B) any granting by the Company Acquiror or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business or pursuant to the Acquiror Stock Plans, or (C) any entry by Company Acquiror or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, (4) except insofar as may have been disclosed in the Acquiror Filed SEC Documents or required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Acquiror materially affecting its assets, liabilities or business or (x5) except insofar as may have been disclosed in the Acquiror Filed SEC Documents, any agreement, whether written tax election that individually or oral, in the aggregate would reasonably be expected to do have a material adverse effect on Acquiror or any of the foregoingits tax attributes or any settlement or compromise of any material income tax liability.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rubbermaid Inc), Agreement and Plan of Merger (Newell Co)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November June 30, 20072005, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the Company’s or its Subsidiary’s membership interests, Parent's capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Parent's capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cea Acquisition Corp)

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as set forth in Schedule 2.9 hereto or permitted by Section 4.1(a), since September 30, 1998, Megsinet and its subsidiaries have conducted their business only in the Unaudited Financial Statements, or as otherwise provided in this Agreementordinary course and, since November 30January 1, 20071998, there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.3) in Megsinet, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Megsinet's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of Megsinet's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Megsinet's capital stock, except for issuances of Megsinet Common Stock upon conversion of Megsinet Convertible Securities, upon the exercise of Megsinet Stock Options (dawarded prior to the date hereof) in accordance with their present terms, (iv)(A) any granting by the Company Megsinet or any of its subsidiaries to any current or former director, executive officer or other key employee of Megsinet or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases as a result of cash compensation promotions, normal increases of base pay in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of January 1, or any payment by the Company or its Subsidiary of any bonus1998, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by the Company Megsinet or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (C) any entry by Company Megsinet or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (except insofar as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to a change in GAAP, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Megsinet materially affecting its assets, liabilities or business, (gvi) any change tax election that individually or in the auditors of the Company aggregate would have a material adverse effect on Megsinet or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of businessany material income tax liability, or (xvii) any agreement, whether written action taken by Megsinet or oral, to do any of its subsidiaries during the foregoingperiod from September 30, 1998 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time would constitute a breach of Section 4.1(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corecomm LTD)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial StatementsSince March 31, or as otherwise provided in this Agreement, since November 30, 20072017, there has not been: (ai) any Material Adverse Effect on the Company or its Subsidiary, IA; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestIA's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, IA's capital stock or any other securities of the Company or its Subsidiary IA or any options, warrants, calls or rights to acquire any such shares or other securities, ; (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, IA's capital stock, ; (div) any granting by the Company or its Subsidiary IA 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 its Subsidiary IA of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary IA of any increase in severance or termination pay or any entry by Company or its Subsidiary IA into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary IA of the nature contemplated hereby, ; (ev) entry by the Company or its Subsidiary IA into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary IA with respect to any Governmental Entity, ; (fvi) any material change by the Company or its Subsidiary IA in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP; (gvii) any change in the auditors of the Company or its Subsidiary, IA; (hviii) any issuance of capital stock of the Company IA; or its Subsidiary, (iix) any revaluation by the Company or its Subsidiary IA of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary IA other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Share Exchange Agreement (Illumination America, Inc.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November September 30, 20072005, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the Company’s or its Subsidiary’s membership interests, Parent's capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Parent's capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arpeggio Acquisition Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30, 2007the date of the most recent balance sheet included in the Parent Financial Statement, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hviii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iix) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingbusiness consistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Bowen Acquisition Corp)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto connection with this Agreement or the transactions contemplated hereby, since October 31, 2001, Parent and its subsidiaries, including the Merger Subs, have conducted their business only in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, ordinary course and there has not been: been (ai) any Material Adverse Effect material adverse change in Parent and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would reasonably be expected to have a material adverse effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interestParent's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any than dividends payable on Parent Preferred Stock in accordance with their terms as of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities date of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesthis Agreement, (ciii) any split, combination or reclassification of any of Parent's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Parent's capital stock, except for issuances of Parent Common Stock upon the exercise of Parent Employee Stock Options, except upon conversion of the Series B Exchangeable Convertible Preferred Stock of Parent and except in accordance with the terms of the Parent Stock Plans, (div) (A) any granting by the Company Parent or any of its subsidiaries to any current or former director, executive officer or other key employee of Parent or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of April 30, or any payment by the Company or its Subsidiary of any bonus2002, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by the Company Parent or any of its Subsidiary subsidiaxxxx xx xxx xxxx xxrrent or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business or pursuant to the Parent Stock Plans or (C) any entry by Company Parent or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of businessbusiness or as required under any employment agreements in effect as of April 30, 2002, (v) except as required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Parent materially affecting its assets, liabilities or business or (xvi) any agreement, whether written tax election that individually or oral, in the aggregate would reasonably be expected to do have a material adverse effect on Parent or any of the foregoingits tax attributes or any settlement or compromise of any material income tax liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Urs Corp /New/)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto connection with this Agreement or the transactions contemplated hereby, since December 31, 1997, Citicorp and its subsidiaries have conducted their business only in the Unaudited Financial Statements, ordinary course or as otherwise provided disclosed in this Agreementany Citicorp Filed SEC Document, since November 30, 2007, and there has not been: been (a1) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change in Citicorp, (b2) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interestCiticorp's capital stock, or any purchase, redemption or other acquisition by than regular quarterly cash dividends on the Company or its Subsidiary of any Citicorp Common Stock and dividends payable on Citicorp Preferred Stock in accordance with their terms as of the Company’s date of this Agreement (or its Subsidiary’s membership interests, capital stock or any other securities as of their date of issue if subsequent to the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesdate of this Agreement), (c3) any split, combination or reclassification of any of Citicorp's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Citicorp's capital stock, except for issuances of Citicorp Common Stock upon the exercise of Citicorp Employee Stock Options awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.01(a) or in accordance with the terms of the Citicorp Stock Plans, (d4) (A) any granting by the Company Citicorp or any of its subsidiaries to any current or former director, executive officer or other key employee of Citicorp or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or as was required under any payment by employment agreements in effect as of the Company or its Subsidiary date of any bonus, except for bonuses made the most recent audited financial statements included in the ordinary course Citicorp SEC Documents filed and publicly available prior to the date of business consistent with past practicethis Agreement (as amended to the date of this Agreement, or the "Citicorp Filed SEC Documents"), (B) any granting by the Company Citicorp or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business, or (C) any entry by Company Citicorp or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, (5) except insofar as may have been disclosed in the Citicorp Filed SEC Documents or required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Citicorp materially affecting its assets, liabilities or business or (x6) except insofar as may have been disclosed in the Citicorp Filed SEC Documents, any agreement, whether written tax election that individually or oral, in the aggregate would reasonably be expected to do have a material adverse effect on Citicorp or any of the foregoingits tax attributes or any settlement or compromise of any material income tax liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Travelers Group Inc)

Absence of Certain Changes or Events. Except (i) as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial StatementsHolly SEC Documents filed and publicly availaxxx xrior to the date of this Agreement (as amended to the date of this Agreement, the "Holly Filed SEC Documents"), (ii) for the traxxxxxions contemplated by this Agreement, and (iii) for liabilities incurred in connection with or as otherwise provided in a result of this Agreement, since November 30the date of the most recent financial statements included in the Holly Filed SEC Documents, 2007Holly has conductex xxx business only in the xxxxxary course, and there has not been: been (a1) any Material Adverse Effect on the Company or its Subsidiary, material adverse change in Holly; (b2) any declaration, setting aside or payment xxxxxnt of any dividend on, or other distribution (whether in cash cash, stock or property) with respect to any of Holly's capital stock, other than regular quarterly dividends of $.15 per share on the Holly Common Stock; (3) any split, combinatiox xx reclassification of any of Holly's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, any in lieu of membership interest, or any purchase, redemption or in substitution for shares of Holly's capital stock; (4) other acquisition than as permitted by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesSections 401(a)(xiii) and 5.07, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (dA) any granting by the Company Holly or any of its Subsidiary Significant Subsidiaries xx xxy director, executive officer or other key employee of Holly of any increase in compensation or fringe benefitscompensation, except for xxx normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or as required under employment agreements in effect as of the date of the most recent financial statements included in the Holly Filed SEC Documents, (B) any amendment granting bx Xxxly or consent any of its Significant Subsidiaries xx xxy such director, executive officer or key employee of any increase in severance or termination pay, except as required under any employment, severance or termination agreements in effect as of the date of the most recent financial statements included in the Holly Filed SEC Documents, or (C) any entry bx Xxxly or any of its subsidiaries into any empxxxxxnt, severance or termination agreement with respect to any licensing agreement filed such executive officer or key employee; or (5) except insofar as may have been disclosed in the Holly Filed SEC Documents or required to be filed by the Company or its Subsidiary with respect to a chxxxx in generally accepted accounting principles, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation practices by the Company or its Subsidiary of any of Holly materially affecting its assets, includingliabilxxxxx or business. For purposes of this Agreement, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or "key employee" means any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingemployee whose current salary and targeted bonus exceeds $100,000 per annum.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Giant Industries Inc)

Absence of Certain Changes or Events. Except as disclosed in the Parent SEC Documents or as set forth in Schedule 2.9 hereto or Section 4.07 of the Disclosure Schedule, since September 30, 2003 (the “Parent Balance Sheet Date”), Parent and the Parent Subsidiaries have conducted their respective businesses only in the Unaudited Financial Statementsordinary course consistent with past practice, and there has not been any material adverse change (as defined in Section 9.03) with respect to Parent and the Parent Subsidiaries, taken as a whole. Except as disclosed in the Parent SEC Documents or as otherwise provided set forth in this AgreementSection 4.07 of the Disclosure Schedule, since November 30, 2007the Parent Balance Sheet Date, there has not been: been (a) any Material Adverse Effect on the Company or its Subsidiary, (bi) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in with respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Companyto Parent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any optionsredemption, warrants, calls or rights to acquire any such shares purchase or other securitiesacquisition of any of its capital stock, (cii) any split, combination or reclassification of any of Parent’s capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, capital stock, (diii) any material change in accounting methods, principles or practices by Parent (except insofar as may be required by a change in GAAP), (iv) (w) any granting by Parent, Acquisition Sub or any of the Company Parent Subsidiaries to any executive officer of Parent, Acquisition Sub or its Subsidiary any of the Parent Subsidiaries of any increase in compensation or fringe benefitscompensation, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practicepractice or as was required under employment agreements in effect as of the Parent Balance Sheet Date, or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or (x) any granting by Parent, Acquisition Sub or any of the Company or its Subsidiary Parent Subsidiaries to any such officer of any increase in severance or termination pay pay, except as part of a standard employment package to any person promoted or any entry by Company hired, or its Subsidiary into any currently effective as was required under employment, severance, severance or termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary agreements in effect as of the nature contemplated herebyParent Balance Sheet Date, (ey) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses except employment arrangements in the ordinary course of business consistent with past practice with employees other than any executive officer of Parent, Acquisition Sub or any of the Parent Subsidiaries, as applicable, any entry by Parent, Acquisition Sub or any of the Parent Subsidiaries, as applicable, into any employment, severance or termination agreement with any such employee or executive officer, or (z) any increase in or establishment of any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the amendment of any existing stock options, stock appreciation rights, performance awards or consent with respect to any licensing restricted stock awards), stock purchase or other employee benefit plan or agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entityarrangement, (fv) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on Parent, (vi) any amendments or changes in the Certificate of Incorporation or Bylaws of Parent, (vii) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, including writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (xviii) any agreement, whether written other action or oral, to do any event that would have required the consent of the foregoingCompany pursuant to Section 5.01 had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Barpoint Com Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial StatementsSince December 31, or as otherwise provided in this Agreement, since November 30, 20072000, there has not been: been (ai) any Material Adverse Effect on the Company or its SubsidiarySeller, (bii) any declarationSeller has been operating in the ordinary course of business consistent with past practice in all material respects with commercially reasonable efforts to preserve the business of Seller intact, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by to keep available the Company or its Subsidiary of any services of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities employees and to preserve (in the good faith judgment of Seller within the context of the Company or its Subsidiary or any optionsChapter 11 Cases) the goodwill of Seller's suppliers, warrants, calls or rights to acquire any such shares or other securitiescustomers and others having business relations with Seller, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (diii) any granting by the Company Seller or any of its Subsidiary subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business and consistent with past practice, or any payment by the Company Seller or any of its Subsidiary subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company Seller or any of its Subsidiary subsidiaries of any increase in severance or termination pay or any entry by Company Seller or any of its Subsidiary subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Seller of the nature contemplated hereby, (eiv) entry by the Company Seller or any of its Subsidiary subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 2.16 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by Seller with the Company or its Subsidiary with respect to any Governmental EntitySEC, (fv) any material change by the Company or its Subsidiary Seller in its accounting methods, principles or practices, (g) any change except as required by changes in the auditors of the Company or its SubsidiaryGAAP, (h) any issuance of capital stock of the Company or its Subsidiary, (ivi) any revaluation by the Company or its Subsidiary Seller of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable receivable, or (vii) any sale of assets of the Company or its Subsidiary Seller other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quicklogic Corporation)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30January 1, 20072006, there has not been: (ai) any Material Adverse Effect on the Company Parent or its Subsidiary, Merger Sub; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent's or Merger Sub's capital stock, or any purchase, redemption or other acquisition by the Company Parent or its Subsidiary Merger Sub of any of the Company’s Parent's or its Subsidiary’s membership interests, Merger Sub's capital stock or any other securities of the Company Parent or its Subsidiary Merger Sub or any options, warrants, calls or rights to acquire any such shares or other securities, ; (ciii) any split, combination or reclassification of any of the Company’s Parent's or its Subsidiary’s membership interests, Merger Sub's capital stock, ; (div) any granting by the Company Parent or its Subsidiary Merger Sub 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 Parent or its Subsidiary Merger Sub of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company Parent or its Subsidiary Merger Sub of any increase in severance or termination pay or any entry by Company Parent or its Subsidiary Merger Sub into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company Parent or its Subsidiary Merger Sub of the nature contemplated hereby, ; (ev) entry by the Company Parent or its Subsidiary Merger Sub into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company Parent or its Subsidiary Merger Sub with respect to any Governmental Entity, ; (fvi) any material change by the Company Parent or its Subsidiary Merger Sub in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP; (gvii) any change in the auditors of the Company Parent or its Subsidiary, Merger Sub; (hviii) any issuance of capital stock of the Company Parent or its Subsidiary, Merger Sub; (iix) any revaluation by the Company Parent or its Subsidiary Merger Sub of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable assets or any sale of assets of the Company Parent or its Subsidiary Merger Sub other than in the ordinary course of business, or ; (x) any agreementmaterial claims, whether written suits, actions or oral, proceedings commenced or settled by Parent; or (xi) any material transaction or any other material action taken by Parent outside the ordinary course of business or inconsistent with past practices; or (xii) any agreement to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Purchaser SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or except as otherwise provided in disclosed on Schedule 3.9, and except as contemplated by this Agreement, since November September 30, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryPurchaser, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestPurchaser's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Purchaser of any of the Company’s or its Subsidiary’s membership interests, Purchaser's capital stock or any other securities of the Company or its Subsidiary Purchaser or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Purchaser's capital stock, (div) any granting by the Company or its Subsidiary Purchaser 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 its Subsidiary Purchaser of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Purchaser of any increase in severance or termination pay or any entry by Company or its Subsidiary Purchaser into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Purchaser of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Purchaser into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Purchaser with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Purchaser in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryPurchaser, (hviii) any issuance of capital stock of Purchaser (other than as may be issued to finance the Company payment of the Purchase Price), or its Subsidiary, (iix) any revaluation by the Company or its Subsidiary Purchaser of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Purchaser other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Courtside Acquisition Corp)

Absence of Certain Changes or Events. Except as set forth disclosed in Schedule 2.9 hereto or Section 4.1(f) of the Cabot Disclosure Letter, since the Balance Sheet date, Cabot and the Cabot Subsidiaries have conducted their business only in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, ordinary course consistent with past practice and there has not been: (a1) any (A) a Cabot Material Adverse Effect on the Company or its Subsidiary, Effect; (bB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, Cabot's Common Shares or any purchaseownership interest in Cabot LP; (C) any amendment of any term of any outstanding security of Cabot or any Cabot Subsidiary; (D) any repurchase, redemption or other acquisition by the Company Cabot or its any Cabot Subsidiary of any outstanding shares of the Company’s stock or its other securities of, or other ownership interests in, Cabot or any Cabot Subsidiary’s membership interests; (E) any change in any method of accounting or accounting practice or any material change in any tax method or election by Cabot or any Cabot Subsidiary; (F) any (i) amendment of any employment, capital stock consulting, severance, retention or any other securities agreement between Cabot and any officer or trustee of the Company Cabot; (ii) grant of any severance or its Subsidiary termination pay to any trustee, director or officer of Cabot or any optionsCabot Subsidiary; (iii) entering into of any employment agreement with any trustee, warrantsdirector or officer of Cabot or any Cabot Subsidiary; (iv) material increase in any benefits payable under any existing severance or termination pay policies or employment agreements; or (v) increase in compensation, calls or rights to acquire any such shares bonus or other securitiesbenefits payable to trustees, directors or officers of Cabot or a Cabot Subsidiary; (cG) any change, event, effect, damage, destruction, loss relating to the business or operations of Cabot that has constituted, or would constitute, a Cabot Material Adverse Effect; (H) any incurrence, assumption or guarantee by Cabot or any Cabot Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business consistent with past practices; (I) any creation or assumption by Cabot or any Cabot Subsidiary of any Lien in an amount, individually or in the aggregate, in excess of $1,000,000 on any asset other than in the ordinary course of business consistent with past practices; or (J) any making of any loan, advance or capital contribution to or investment in any Person; or (2) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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, Cabot's stock or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent issuance or the terms authorization of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock any other securities in respect of, in lieu of or in substitution for, or giving the Company right to acquire by exchange or its Subsidiaryexercise, (i) any revaluation by the Company or its Subsidiary of any shares of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable stock or any sale issuance of assets of the Company or its Subsidiary other than in the ordinary course of businessan ownership interest in, or (x) any agreement, whether written or oral, to do any of the foregoingCabot Subsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cabot Industrial Properties Lp)

Absence of Certain Changes or Events. Except for the 10 for 1 common stock forward split on October 19, 2007 and except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements3.9 hereto, or and except as otherwise provided in contemplated by this Agreement, since November September 30, 2007, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the Company’s or its Subsidiary’s membership interests, Parent's capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) except for the Forward Split contemplated following the Closing, any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Parent's capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of of, or agreement to issue, capital stock of the Company Parent or its Subsidiaryany other securities of Parent or any options, warrants, calls or rights to acquire any such shares or other securities, or (iviii) any revaluation by the Company or its Subsidiary Parent of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cab-Tive Advertising, Inc.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Purchaser SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30July 31, 20072009, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryPurchaser, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestPurchaser’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Purchaser of any of the CompanyPurchaser’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Purchaser or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyPurchaser’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Purchaser 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 its Subsidiary Purchaser of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Purchaser of any increase in severance or termination pay or any entry by Company or its Subsidiary Purchaser into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Purchaser of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Purchaser into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Purchaser with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Purchaser in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryPurchaser, (hvii) any issuance of capital stock of the Company Purchaser, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Purchaser of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Purchaser other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (CS China Acquisition Corp.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Delcorp SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November September 30, 2007, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryDelcorp, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestDelcorp’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Delcorp of any of the CompanyDelcorp’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Delcorp or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyDelcorp’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Delcorp 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 its Subsidiary Delcorp of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Delcorp of any increase in severance or termination pay or any entry by Company or its Subsidiary Delcorp into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Delcorp of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Delcorp into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Delcorp with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Delcorp in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryDelcorp, (hvii) any issuance of capital stock of the Company Delcorp, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Delcorp of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Delcorp other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rhapsody Acquisition Corp.)

Absence of Certain Changes or Events. Except as disclosed in the Parent SEC Documents or as set forth in Schedule 2.9 hereto or Section 4.07 of the Disclosure Schedule, since the Balance Sheet Date, the Parent, the Acquisition Sub and the Parent Subsidiaries have conducted their respective businesses only in the Unaudited Financial Statementsordinary course consistent with past practice, and there has not been any material adverse change (as defined in Section 9.03) with respect to the Parent, the Acquisition Sub or the Parent Subsidiaries. Except as disclosed in the Parent SEC Documents or as otherwise provided set forth in this AgreementSection 4.07 of the Disclosure Schedule, since November 30, 2007the Balance Sheet Date, there has not been: been (a) any Material Adverse Effect on the Company or its Subsidiary, (bi) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in with respect of, any of membership interest, or any purchase, redemption or other acquisition by to the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Parent's capital stock or any other securities of the Company or its Subsidiary or any optionsredemption, warrants, calls or rights to acquire any such shares purchase or other securitiesacquisition of any of its capital stock, (cii) any split, combination or reclassification of any of the Company’s Parent's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, capital stock, (diii) any material change in accounting methods, principles or practices by the Parent (except insofar as may be required by a change in GAAP), (iv) (w) any granting by the Company Parent, the Acquisition Sub or its Subsidiary any of the Parent Subsidiaries to any executive officer of the Parent, the Acquisition Sub or any of the Parent Subsidiaries of any increase in compensation or fringe benefitscompensation, except for normal increases of cash compensation in the ordinary course of business (including in connection with promotions) consistent with past practicepractice or as was required under employment agreements in effect as of the Balance Sheet Date, or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or (x) any granting by the Company Parent, the Acquisition Sub or its Subsidiary any of the Parent Subsidiaries to any such officer of any increase in severance or termination pay pay, except as part of a standard employment package to any person promoted or any entry by Company hired, or its Subsidiary into any currently effective as was required under employment, severance, severance or termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary agreements in effect as of the nature contemplated herebyBalance Sheet Date, (ey) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses except employment arrangements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Parent, the Acquisition Sub or any amendment or consent with respect to of the Parent Subsidiaries, as applicable, any licensing agreement filed or required to be filed entry by the Company Parent, the Acquisition Sub or its Subsidiary any of the Parent Subsidiaries, as applicable, into any employment, severance or termination agreement with respect to any Governmental Entitysuch employee or executive officer, or (z) any increase in or establishment of any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the amendment of any existing stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, (fv) any damage, destruction or loss, whether or not covered by insurance, that has or reasonably could be expected to have a material adverse effect on the Parent, (vi) any amendments or changes in the certificate or articles of incorporation or bylaws of the Parent, or Acquisition Sub or the Parent Subsidiaries (vii) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, including writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (xviii) any agreement, whether written other action or oral, to do any event that would have required the consent of the foregoingCompany pursuant to Section 5.01 had such action or event occurred after the date of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cell Power Technologies Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, date of Integrated Balance Sheet there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryIntegrated, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestIntegrated's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Integrated of any of the Company’s or its Subsidiary’s membership interests, Integrated's capital stock or any other securities of the Company Integrated or its Subsidiary subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securitiessecurities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Integrated's capital stock, (div) any granting by the Company or its Subsidiary Integrated 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 its Subsidiary Integrated of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Integrated of any increase in severance or termination pay or any entry by Company or its Subsidiary Integrated into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Integrated of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Integrated into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property material Integrated IP Rights (as defined in Section 2.21 hereofthis Agreement) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entitypractice, (fvi) any material change by the Company or its Subsidiary Integrated in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (ivii) any revaluation by the Company or its Subsidiary Integrated of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radix Marine Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial StatementsSince March 31, or as otherwise provided in this Agreement, since November 30, 20072010, there has not been: (ai) any Material Adverse Effect on the Company or its Subsidiary, Grass Roots; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestGrass Roots' capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Grass Roots' capital stock or any other securities of the Company or its Subsidiary Grass Roots or any options, warrants, calls or rights to acquire any such shares or other securities, ; (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Grass Roots' capital stock, ; (div) any granting by the Company or its Subsidiary Grass Roots 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 its Subsidiary Grass Roots of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Grass Roots of any increase in severance or termination pay or any entry by Company or its Subsidiary Grass Roots into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Grass Roots of the nature contemplated hereby, ; (ev) entry by the Company or its Subsidiary Grass Roots into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereofherein) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Grass Roots with respect to any Governmental Entity, ; (fvi) any material change by the Company or its Subsidiary Grass Roots in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; (gvii) any change in the auditors of the Company or its Subsidiary, Grass Roots; (hviii) any issuance of capital stock of the Company Grass Roots; or its Subsidiary, (iix) any revaluation by the Company or its Subsidiary Grass Roots of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Grass Roots other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Share Exchange Agreement (Famous Products Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in GGAC SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30March 31, 20072014, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryGGAC, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestGGAC’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary GGAC of any of the CompanyGGAC’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary GGAC or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyGGAC’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary GGAC 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 its Subsidiary GGAC of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary GGAC of any increase in severance or termination pay or any entry by Company or its Subsidiary GGAC into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary GGAC of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fv) any material change by the Company or its Subsidiary GGAC in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvi) any change in the auditors of the Company or its SubsidiaryGGAC, (hvi) any issuance of capital stock of the Company GGAC, or its Subsidiary, (ivii) any revaluation by the Company or its Subsidiary GGAC of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary GGAC other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Share Purchase Agreement (Garnero Group Acquisition Co)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto disclosed herein or in the Unaudited Financial Statements, or as otherwise provided in VERITAS SEC Documents filed prior to the date of this Agreement, since November 30, 2007, the VERITAS Balance Sheet Date there has not beenoccurred: (a) any change not identified below that could reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiary, VERITAS; A-1-24 25 (b) any amendments or changes in the Articles of Incorporation or Bylaws of VERITAS; (c) any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting any of the material properties or the business of VERITAS; (d) any redemption, repurchase or other acquisition of shares of VERITAS Common Stock by VERITAS (other than pursuant to arrangements with terminated employees or consultants), or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, VERITAS Common Stock; (ce) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary of any increase in or modification of the compensation or fringe benefitsbenefits payable or to become payable by VERITAS to any of its directors or employees, except for normal increases of cash compensation in the ordinary course of business business, consistent with past practice; (f) other than as required by applicable statute or regulation, any increase in or modification of any bonus, pension, insurance or VERITAS Employee Plan or VERITAS Benefit Arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any of its employees, other than (a) in the ordinary course of business, consistent with past practice, or any payment by and (b) after the Company or its Subsidiary date of any bonusthis Agreement, except for bonuses made in the ordinary course of business consistent with past practicewhich is authorized, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employmentif required, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard pursuant to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, 5.3 below; (g) any change in the auditors of the Company acquisition or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of a material amount of property or assets of the Company or its Subsidiary VERITAS, other than in the ordinary course of business, consistent with past practice; (h) any alteration in any term of any outstanding security of VERITAS, including, but not limited to, acceleration of the vesting or any change in the terms of any outstanding stock options; (i) other than in the ordinary course of business, consistent with past practice, the total amount of which is not material, any (A) incurrence, assumption or guarantee by VERITAS of any debt for borrowed money; (B) issuance or sale of any securities convertible into or exchangeable for debt securities of VERITAS; or (xC) issuance or sale of options or other rights to acquire from VERITAS, directly or indirectly, debt securities of VERITAS or any securities convertible into or exchangeable for any such debt securities; (j) any agreementcreation or assumption by VERITAS of any mortgage, whether written pledge, security interest, lien or oralother encumbrance on any asset other than in the ordinary course of business, consistent with past practice, not in excess of $100,000 in the aggregate; (k) any making of any loan, advance or capital contribution to or investment in any person other than (i) loans, advances or capital contributions made in the ordinary course of business of VERITAS, and (ii) other loans and advances, where the aggregate amount of all such items outstanding at any time does not exceed $50,000; (l) any entering into, amendment of, relinquishment, termination or non-renewal by VERITAS of any material contract, lease transaction, commitment or other right or obligation other than in the ordinary course of business; (m) any transfer or grant of a right under the VERITAS IP Rights (as defined in Section 3.15 below), other than those transferred or granted in the ordinary course of business, consistent with past practices, except for any grant of a right to VERITAS source code or grant of any exclusive rights to any VERITAS IP Rights, each of which shall be set forth in the VERITAS Disclosure letter; (n) any labor dispute or charge of unfair labor practice (other than routine individual grievances), any activity or proceeding by a labor union or representative thereof to organize any employees of VERITAS or, to do VERITAS' knowledge, any campaign being conducted to solicit authorization from employees to be represented by such labor union; or (o) any agreement by VERITAS, or to VERITAS' knowledge, any officer or employee thereof, to take any of the foregoingactions described in the preceding clauses (a) through (n) (other than negotiations with OpenVision and its representatives regarding the transactions contemplated by this Agreement.) A-1-25 26 3.11

Appears in 1 contract

Samples: A 1 Agreement and Plan of Reorganization (Veritas Software Corp)

Absence of Certain Changes or Events. Except (1) as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial Statements, or CT SEC Documents filed and publicly available prior to the date of this Agreement (as otherwise provided in amended to the date of this Agreement, the "CT Filed SEC Documents") or (2) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, since November 30December 31, 20071996, CT and its subsidiaries have conducted their businesses only in the ordinary course, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change in CT, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, CT's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of CT's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of CT's capital stock, (div) (A) any granting by the Company CT or any of its subsidiaries to any current or former director, executive officer or other key employee of CT or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the CT Filed SEC Documents, (B) any granting by CT or any of its subsidiaries to any such current or former director, executive officer or other key employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the CT Filed SEC Documents, or (C) any entry by CT or any of its subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or consent indemnification agreement with respect to any licensing agreement filed such current or required to be filed by the Company former director, executive officer or its Subsidiary with respect to any Governmental Entityother key employee, (fv) except insofar as may have been required by a change in United States generally accepted accounting principles, any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by CT materially affecting its assets, liabilities or businesses, (gvi) any change tax election that individually or in the auditors aggregate would have a material adverse effect on CT or any of the Company its tax attributes or its Subsidiaryany settlement or compromise of any material income tax liability, (hvii) any issuance waiver, settlement, assignment, release or compromise of capital stock of the Company any material claims or its Subsidiary, litigation or (iviii) any revaluation by the Company or its Subsidiary in any material respect of any of CT's or its subsidiaries' assets, including, without limitation, including writing down the value of capitalized inventory or writing writing-off of notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comverse Technology Inc/Ny/)

Absence of Certain Changes or Events. Except as set forth disclosed in Schedule 2.9 hereto the NU SEC Documents filed pursuant to the Securities Act or the Exchange Act and publicly available prior to the date of this Agreement (the "Previously Filed NU SEC Documents"), since December 31, 1998, to the date of this Agreement, (i) NU and each of the NU Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice and (ii) there has not been, and no fact or condition exists which, individually or in the Unaudited Financial Statementsaggregate, or would have a Material Adverse Effect on NU. Except as otherwise provided disclosed in the Previously Filed NU SEC Documents, from December 31, 1998 through the date of this Agreement, since November 30, 2007, there has not been: been (a) any Material Adverse Effect on the Company or its Subsidiary, (bi) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any equity interest of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesNU, (cii) any split, combination or reclassification of any equity interest of NU or any issuance or the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary authorization of any increase issuance of any equity interest of NU or NU Voting Debt or any other securities in compensation respect of, in lieu of or fringe benefitsin substitution for any equity interest of NU, except for normal increases issuances of cash compensation NU Common Shares under the NU Stock Plans in the ordinary course accordance with their present terms or upon exercise of business consistent with past practiceoutstanding NU Stock Options, or (iii) except as may have been required by a change in GAAP, any payment by the Company or its Subsidiary of any bonus, except for bonuses made change in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by NU or any NU Subsidiary materially affecting their respective assets, (g) any change in the auditors liabilities or business. As of the Company or its Subsidiarydate of this Agreement, (h) any issuance none of capital stock of the Company or its Subsidiary, (i) any revaluation by the Agreement and Plan of Merger (the "Yankee Merger Agreement") dated as of June 14, 1999 among Yankee Energy System, Inc. ("Yankee") and NU, (ii) the Purchase and Sale Agreement (the "CL&P/NGC Sale Agreement") dated July 2, 1999 between The Connecticut Light and Power Company or its Subsidiary of any of its assets("CL&P") and Northeast Generation Company ("NGC"), including(iii) the Purchase and Sale Agreement (the "NRG Sale Agreement") dated July 1, without limitation1999, writing down between CL&P and NRG, Inc. (the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, "NRG Sale Agreement") or (xiv) any agreementthe Purchase and Sale Agreement (the "WMECO/NGC Sale Agreement") dated July 2, whether written 1999, between Western Massachusetts Electric Company ("WMECO") and NGC has been amended, modified or oral, to do any of the foregoingsupplemented.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Edison Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007date of the last filed SEC Report, there has not been: (ai) any Material Adverse Effect on the Company Synergy or any of its Subsidiarysubsidiaries, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestSynergy’s or any of its subsidiaries’ capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Synergy of any of the CompanySynergy’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company Synergy or its Subsidiary subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securitiessecurities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (ciii) any split, combination or reclassification of any of the CompanySynergy’s or any of its Subsidiary’s membership interests, subsidiaries’ capital stock, (div) any granting by the Company Synergy or any of its Subsidiary 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 Synergy or any of its Subsidiary subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company Synergy or any of its Subsidiary subsidiaries of any increase in severance or termination pay or any entry by Company Synergy or any of its Subsidiary subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Synergy of the nature contemplated hereby, (ev) entry by the Company Synergy or any of its Subsidiary subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entitypractice, (fvi) any material change by the Company or its Subsidiary Synergy in its accounting methods, principles or practices, (g) any change except as required by concurrent changes in the auditors of the Company or its SubsidiaryGAAP, (h) any issuance of capital stock of the Company or its Subsidiary, (ivii) any revaluation by the Company or its Subsidiary Synergy of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable receivable, or (viii) any sale of assets of the Company or its Subsidiary Synergy other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Callisto Pharmaceuticals Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or Since December 31, 2004, Iron and the Iron Subsidiaries have conducted their businesses only in the Unaudited Financial Statementsordinary course of business consistent with past practice, or as otherwise provided in this Agreement, since November 30, 2007, and there has not been: been (a) any Material Adverse Effect on the Company or its SubsidiaryIron, (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the CompanyIron’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (c) any split, combination or reclassification of any of Iron’s capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, capital stock, (d) (i) any granting by Iron or any Iron Subsidiary to any current or former director, officer or employee of Iron or any of the Company or its Subsidiary Iron Subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of in cash compensation in the ordinary course of business consistent with past practice, (ii) any granting by Iron or any payment by of the Company Iron Subsidiaries to any such current or its Subsidiary former director, officer or employee of any bonusincrease in, except for bonuses made or acceleration of benefits in respect of, severance or termination pay, or pay in connection with a change of control of Iron, (iii) any entry by Iron or any of the ordinary course of business consistent with past practiceIron Subsidiaries into, or any granting by the Company or its Subsidiary of amendment of, any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, deferred compensation, consulting, severance, change of control, termination or indemnification agreement with any such current or former director, officer or employee or (iv) any agreement amendment to, or modification of, any option outstanding under the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebyIron Stock Option Plans, (e) entry any damage, destruction or loss, whether or not covered by the Company or its Subsidiary into any licensing or other agreement with regard insurance, that would be reasonably likely to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entityhave a Material Adverse Effect on Iron, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Iron materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change in GAAP, or (g) made any change in the auditors of the Company material Tax election by Iron or its Subsidiary, (h) any issuance of capital stock of the Company Iron Subsidiary inconsistent with past practices or its Subsidiary, (i) any revaluation by the Company settlement or its Subsidiary compromise of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingmaterial income Tax liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Salix Pharmaceuticals LTD)

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial Statements, or i-Cube SEC Documents filed and publicly available prior to the date of this Agreement (as otherwise provided in amended to the date of this Agreement, the "i-Cube Filed SEC Documents"), since November 30December 31, 20071998 i-Cube and its subsidiaries have conducted their business only in the ordinary course, and there has not been: been (a1) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.03) in i-Cube, (b2) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, i-Cube's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (c3) any split, combination or reclassification of any of i-Cube's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of i-Cube's capital stock, except for issuances of i-Cube Common Stock upon the exercise of i-Cube Stock Options under the i-Cube Stock Plans, in each case awarded prior to the date hereof in accordance with their present terms, (d4) (A) any granting by the Company i-Cube or any of its subsidiaries to any current or former director or executive officer of i-Cube or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for stock option grants listed on Schedule 3.01(g) and normal increases of in cash compensation in the ordinary course of business consistent with past practicepractice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the i-Cube Filed SEC Documents, (B) any granting by i-Cube or any payment by the Company of its subsidiaries to any such current or its Subsidiary former director, executive officer or key employee of any bonusincrease in severance or termination pay, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or (C) any entry by Company i-Cube or any of its Subsidiary into subsidiaries into, or any currently effective amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, or (D) any agreement the benefits of which are contingent amendment to, or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebymodification of, any i-Cube Stock Option, (e5) entry except insofar as may have been required by the Company or its Subsidiary into a change in generally accepted accounting principles, any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined change in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by i-Cube materially affecting its assets, liabilities or business, (g6) any change tax election that individually or in the auditors of the Company aggregate is reasonably likely to have a material adverse effect on i-Cube or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of businessany material income tax liability, or (x7) any action taken by i-Cube or any of its subsidiaries during the period from December 31, 1998 to the date of this agreement, whether written or oralthat, to do any if taken during the period from the date of this agreement through the foregoingEffective Time would constitute a breach of section 4.01(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Razorfish Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 3.9 hereto or in the Unaudited Financial Statementsinterim balance sheets of VMdirect as of March 31, or as otherwise provided in this Agreement2006, since November 30March 31, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryVMdirect, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, interests, securities or property) in respect of, any of membership interestVMdirect's interests, equity or other securities, or any purchase, redemption or other acquisition by the Company or its Subsidiary VMdirect of any of the Company’s or its Subsidiary’s membership interests, capital stock equity or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares interests, equity or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stockVMdirect's capital, (div) any granting by the Company or its Subsidiary VMdirect 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 its Subsidiary VMdirect of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary VMdirect of any increase in severance or termination pay or any entry by Company or its Subsidiary VMdirect into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary VMdirect of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary VMdirect into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 3.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary VMdirect with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary VMdirect in its accounting methods, principles or practices, (gvii) any change in the auditors of the Company or its SubsidiaryVMdirect, (hvii) any issuance of capital stock interests, equity or other securities of VMdirect (other than the Company Interests to be issued in connection with the Financing, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary VMdirect of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary VMdirect other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Exchange Agreement (Qorus Com Inc)

Absence of Certain Changes or Events. Except Since December 31, 2009, except as set forth contemplated by this Agreement, each of the Company and its Subsidiaries has conducted its businesses only in Schedule 2.9 hereto the ordinary course consistent with past practice and there has not been (i) any event, circumstance, change, occurrence or state of facts that has had, or could reasonably be expected to have, individually or in the Unaudited Financial Statementsaggregate, a Material Adverse Effect, or as otherwise provided in (ii) until the date of this Agreement, any event that were it to be taken from and after the date hereof would require approval of Parent pursuant to Section 5.1. Since December 31, 2009, except as contemplated by this Agreement or disclosed in the Company SEC Documents filed with the SEC since November 30January 1, 20072010 and publicly available five Business Days prior to the date of this Agreement (the “Recent Company SEC Documents”), there has not been: been (ai) any Material Adverse Effect on change by the Company in any of its Tax methods or elections or in any of its Subsidiaryaccounting methods, principles or practices materially affecting the consolidated assets, liabilities or results of operations of the Company and its consolidated Subsidiaries, except insofar as may have been required by a change in GAAP (or, if applicable with respect to foreign Subsidiaries, international financial reporting standards or other relevant foreign generally accepted accounting principles), applicable Law or regulatory guidelines, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any optionsredemption, warrants, calls or rights to acquire any such shares purchase or other securities, (c) any split, combination or reclassification acquisition for value of any of the Company’s or its Subsidiary’s membership interests, capital stock, other than acquisitions of Company Common Stock pursuant to benefit plans to satisfy withholding tax obligations, (diii) any granting by the Company or any of its Subsidiary Subsidiaries of any material increase in compensation or fringe benefits, benefits to any employee or director (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 Subsidiary Subsidiaries of any bonus, material bonus (except for bonuses made in the ordinary course of business consistent with past practice), or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or any of its Subsidiary Subsidiaries into any licensing contract (or amendment of an existing contract) to grant or provide severance, acceleration of vesting, termination pay or other agreement with regard to the acquisition or disposition of any Intellectual Property similar benefits (as defined in Section 2.21 hereof) other than licenses except in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entitypractice), (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (iiv) any revaluation by the Company or any of its Subsidiary Subsidiaries of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or including writing off notes or accounts receivable or any sale of assets of the Company or any of its Subsidiary Subsidiaries, in excess of $250,000 in the aggregate, (v) any notice from the NYSE (including the NYSE Amex) with respect to any potential delisting of shares of Company Common Stock, (vi) any sale, transfer or other than in disposition outside of the ordinary course of businessbusiness of any material property or material assets (whether real, personal or mixed, tangible or intangible) by the Company or any of its Subsidiaries or (xvii) any agreement, whether written commitment or oral, agreement with respect to do any of the foregoingitems described in the preceding clauses (i) through (vi).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boots & Coots, Inc.)

Absence of Certain Changes or Events. Except Other than as set forth in Section 3.10 to the Company Disclosure Schedule 2.9 hereto or from December 31, 1997 through the date of this Merger Agreement, there has been no material adverse change, and no change except in the Unaudited Financial StatementsOrdinary Course of Business, in the business, operations, prospects, condition (financial or otherwise), Assets or liabilities of the Company or any Subsidiary. Except as otherwise provided disclosed pursuant to other provisions of this Merger Agreement or described in this Agreementthe Company Disclosure Schedule, since November 30, 20071998, there the Company and the Subsidiaries have conducted their respective businesses substantially in the manner theretofore conducted and only in the Ordinary Course of Business, and neither the Company nor any Subsidiary has not been: (a) incurred any Material Adverse Effect on the Company material damage, destruction or its Subsidiary, (b) loss not covered by insurance with respect to any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities Assets of the Company or its Subsidiary of any such Subsidiary; (b) issued any capital stock or other equity securities or granted any options, warrants, calls or rights to acquire any such shares warrants or other securities, rights calling for the issuance thereof; (c) issued any splitbonds or other long-term debt instruments, combination granted any options, warrants or reclassification other rights calling for the issuance thereof, or borrowed any funds; (d) incurred, or become subject to, any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown), except current liabilities incurred in the Ordinary Course of Business; (e) discharged or satisfied any Encumbrance or paid any material obligation or liability (whether absolute or contingent, matured or unmatured, known or unknown) other than current liabilities shown in the Unaudited Balance Sheets and current liabilities incurred since December 31, 1997 in the Ordinary Course of Business; (f) declared or made payment of, or set aside for payment, any dividends or distributions of any Assets, or purchased, redeemed or otherwise acquired any of its capital stock, any securities convertible into capital stock, or any other securities; (g) mortgaged, pledged or subjected to any Encumbrance (other than a Permitted Encumbrance) any of its Assets; (h) sold, exchanged, transferred or otherwise disposed of any of its Assets, or canceled any debts or claims, except in each case in the Company’s Ordinary Course of Business; (i) written down the value of any Assets or written off as uncollectable any debt, notes or accounts receivable, except to the extent previously reserved against in the Financial Statements and not material in amount, and except for write-downs and write-offs in the Ordinary Course of Business, none of which, individually or in the aggregate, are material; (j) entered into any transactions other than in the Ordinary Course of Business; (k) increased the rate of compensation payable, or to become payable, by it to any of its Subsidiary’s membership interestsofficers, capital stockemployees, (d) any granting by agents or independent contractors over the Company or its Subsidiary of rate being paid to them on November 30, 1998, except for any increase in the rate of compensation payable, or fringe benefitsto become payable in connection with normal employee salary and performance reviews or otherwise in the Ordinary Course of Business; (l) made or permitted any amendment or termination of any material Agreement to which it is a party other than in the Ordinary Course of Business; (m) through negotiation or otherwise made any commitment or incurred any liability to any labor organization; (n) made any accrual or arrangement for or payment of bonuses or special compensation of any kind to any director, officer or employee, except for normal increases any accrual or arrangement for or payment of cash bonuses or special compensation in the ordinary course of business consistent connection with past practice, normal employee salary and performance reviews or any payment by the Company or its Subsidiary of any bonus, except for bonuses made otherwise in the ordinary course Ordinary Course of business consistent with past practice, Business; (o) directly or indirectly paid any granting by the Company or its Subsidiary of any increase in severance or termination pay in excess of two months' salary to any officer or any entry by Company employee with an annual salary in excess of $70,000; (p) made capital expenditures, or its Subsidiary entered into any currently effective employmentcommitments therefor, severance, termination or indemnification agreement or any agreement not provided for in the benefits Company's capital budget for 1998 (a copy of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry has been furnished by the Company or its Subsidiary into any licensing or other agreement with regard to Acquiror) or, if applicable, the acquisition or disposition Company's capital budget for 1999 (a copy of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed which has been furnished by the Company or its Subsidiary with respect to any Governmental EntityAcquiror), except for capital expenditures permitted by Section 5.01; (fq) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) made any change in any method of accounting or accounting practice except as required by GAAP and except as specified in the auditors Financial Statements; (r) entered into any transaction of the Company type described in Section 3.19; (s) made any charitable contributions or its Subsidiary, (h) any issuance of capital stock of the Company pledges exceeding $10,000 individually or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than $100,000 in the ordinary course of business, aggregate; or (xt) made any agreement, whether written or oral, Agreement to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (McLeodusa Inc)

Absence of Certain Changes or Events. Except as set forth disclosed in Schedule 2.9 hereto the BB SEC Documents filed and publicly available prior to the date of this Agreement or in Section 3.9 of the Unaudited Financial Statements, or as otherwise provided in this AgreementBB Disclosure Letter, since November 30the date of the most recent audited financial statements included in the BB SEC Documents, 2007BB has conducted its business only in the ordinary course, and there has not been: been since such date, (ai) any Material Adverse Effect on the Company or its SubsidiaryChange in BB, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, BB's capital stock or any (other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesthan regular quarterly dividends), (ciii) any split, combination or reclassification of any of its capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, capital stock, (div) (A) any granting by the Company BB or any of its Subsidiary Subsidiaries to any director, executive officer or key employee of BB or any of its Subsidiaries of any award or incentive payment or 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or as was required under employment agreements in effect as of September 30, 1998 (copies of which have been delivered to VA), (B) any amendment granting by BB or consent with respect any of its Subsidiaries to any licensing such director, executive officer or key employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of this Agreement (copies of which have been made delivered to VA) or (C) any entry by BB or any of its Subsidiaries into any employment, severance or termination agreement filed with any such director, executive officer or required to be filed by the Company or its Subsidiary with respect to any Governmental Entitykey employee, (fv) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation practices by the Company or its Subsidiary of any of BB materially affecting its assets, including, without limitation, writing down the value of capitalized inventory liabilities or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, except insofar as may have been required by a change in GAAP or (xvi) any agreementcondition, whether written event or oraloccurrence which would be reasonably likely to prevent, hinder or materially delay the ability of BB to do any of consummate the foregoingtransactions contemplated by this Agreement or the Other Agreements to which it is a party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Markel Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, date of the HBF Current Balance Sheet there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryHBF, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestHBF Capital Stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary HBF of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary HBF's Capital Stock or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stockHBF Capital Stock, (div) any granting by the Company or its Subsidiary HBF 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 its Subsidiary HBF of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary HBF of any increase in severance or termination pay or any entry by Company or its Subsidiary HBF into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary HBF of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary HBF into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property (as defined in Section 2.21 hereof2.9) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entitypractice, (fvi) any material change by the Company or its Subsidiary HBF in its accounting methods, principles or practices, except as required by concurrent changes in GAAP or (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (ivii) any revaluation by the Company or its Subsidiary HBF of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingbusiness and consistent with past practice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Homestore Com Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since January 1, 2020 to the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007date hereof, there has not been: been any change or development in the business, operations, assets, liabilities, condition (financial or otherwise), results of operations, cash flows or properties of Seacoast or any Seacoast Subsidiary which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Seacoast or Seacoast Bank. From January 1, 2020 to the date hereof, neither Seacoast nor any Seacoast Subsidiary has (a) made any Material Adverse Effect on the Company change in its accounting methods, principles or its Subsidiarypractices, other than changes required by applicable Law or GAAP or regulatory accounting as concurred by Seacoast’s independent accountants, (b) made any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any optionsredemption, warrants, calls or rights to acquire any such shares purchase or other acquisition of any of its securities, ; (c) except as required by Law or in the Ordinary Course of Business, increased or established any splitbonus, combination insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, restricted stock awards, restricted stock unit awards or reclassification of any of the Company’s deferred stock unit awards), stock purchase or its Subsidiary’s membership interests, capital stock, other employee benefit plan; (d) made any granting by the Company or its Subsidiary of any other increase in the compensation payable or fringe benefitsto become payable to any directors, except for normal increases officers or employees of cash compensation in the ordinary course of business consistent with past practice, Seacoast or any payment by the Company or its Seacoast Subsidiary of any bonus, except for bonuses (other than normal salary adjustments to officers and employees made in the ordinary course Ordinary Course of business consistent with past practice, or Business); (e) granted any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary entered into any currently effective employmentContract to make or grant any severance or termination pay; (f) paid any bonus or taken any other action not in the Ordinary Course of Business with respect to the compensation or employment of directors, severance, termination officers or indemnification agreement employees of Seacoast or any agreement Seacoast Subsidiary; (g) made any material election or material change in existing elections for United States federal or state Tax purposes; (h) made any material change in its credit policies or procedures, the benefits effect of which are contingent was or the terms of which are materially altered upon the occurrence of a transaction involving the Company is to make any such policy or its Subsidiary of the nature contemplated hereby, procedure less restrictive in any material respect; (ei) entry by the Company or its Subsidiary into made any licensing or other agreement with regard to the material acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) assets or properties, or entered into any Contract for any such acquisition or disposition, other than licenses Seacoast Investment Securities or loans and loan commitments purchased, sold, made or entered into in the ordinary course Ordinary Course of business consistent with past practice Business; (j) received any material comments, warnings, criticism, or other communication from the SBA, or any amendment other source, as to the enforceability by Seacoast or consent with respect any Seacoast Subsidiary of Loans that Seacoast or Seacoast Subsidiary originated or serviced, any impairment as to the ability of Seacoast or any licensing agreement filed Seacoast Subsidiary to continue to originate or required service, Loans that are originated under any program administered by or related to be filed the SBA, or as to the disqualification, cancellation or termination of any Loan by the Company SBA, denial or its Subsidiary with respect to any Governmental Entity, (f) any material change potential denial by the Company SBA of a Loan guarantee, or its failure of Seacoast or any Seacoast Subsidiary in its accounting methodsto comply to the regulations, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation protocols and procedures promulgated by the Company SBA; and (k) entered into any lease of real or its Subsidiary of any of its assetspersonal property, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingconnection with foreclosed property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November June 30, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Ithaka Acquisition Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30January 10, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Services Acquisition Corp. International)

Absence of Certain Changes or Events. Except as set forth disclosed in Schedule 2.9 hereto the NU SEC Documents filed pursuant to the Securities Act or the Exchange Act and publicly available prior to the date of this Agreement (the "Previously Filed NU SEC Documents"), since December 31, 1998, to the date of this Agreement, (i) NU and each of the NU Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice and (ii) there has not been, and no fact or condition exists which, individually or in the Unaudited Financial Statementsaggregate, or would have a Material Adverse Effect on NU. Except as otherwise provided disclosed in the Previously Filed NU SEC Documents, from December 31, 1998 through the date of this Agreement, since November 30, 2007, there has not been: been (a) any Material Adverse Effect on the Company or its Subsidiary, (bi) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any equity interest of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesNU, (cii) any split, combination or reclassification of any equity interest of NU or any issuance or the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary authorization of any increase issuance of any equity interest of NU or NU Voting Debt or any other securities in compensation respect of, in lieu of or fringe benefitsin substitution for any equity interest of NU, except for normal increases issuances of cash compensation NU Common Shares under the NU Stock Plans in the ordinary course accordance with their present terms or upon exercise of business consistent with past practiceoutstanding NU Stock Options, or (iii) except as may have been required by a change in GAAP, any payment by the Company or its Subsidiary of any bonus, except for bonuses made change in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by NU or any NU Subsidiary materially affecting their respective assets, (g) any change in the auditors liabilities or business. As of the Company or its Subsidiarydate of this Agreement, (h) any issuance none of capital stock of the Company or its Subsidiary, (i) any revaluation by the Agreement and Plan of Merger (the "Yankee Merger Agreement") dated as of June 14, 1999 among Yankee Energy System, Inc. ("Yankee") and NU, (ii) the Purchase and Sale Agreement (the "CL&P/NGC Sale Agreement") dated July 2, 1999 between The Connecticut Light and Power Company or its Subsidiary of any of its assets("CL&P") and Northeast Generation Company ("NGC"), including(iii) the Purchase and Sale Agreement (the "NRG Sale Agreement") dated July 1, without limitation1999, writing down between CL&P and NRG, Inc. (the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of "NRG Sale Agreement") and (iv) the Purchase and Sale Agreement (the "WMECO/NGC Sale Agreement") dated July 2, 1999, between Western Massachusetts Electric Company or its Subsidiary other than in the ordinary course of business, or (x"WMECO") any agreement, whether written or oral, to do any of the foregoingand NGC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Edison Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 4.9 hereto or in Applied Spectrum SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November June 30, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryApplied Spectrum, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestApplied Spectrum’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Applied Spectrum of any of the CompanyApplied Spectrum’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Applied Spectrum or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyApplied Spectrum’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Applied Spectrum 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 its Subsidiary Applied Spectrum of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Applied Spectrum of any increase in severance or termination pay or any entry by Company or its Subsidiary Applied Spectrum into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Applied Spectrum of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Applied Spectrum into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Applied Spectrum with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Applied Spectrum in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company Applied Spectrum, or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (ivii) any revaluation by the Company or its Subsidiary Applied Spectrum of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable of, or any sale of of, assets of the Company or its Subsidiary Applied Spectrum other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Exchange Agreement (Applied Spectrum Technologies Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statementsinterim balance sheets of Eneco as of June 30, or as otherwise provided in this Agreement2005 (including the notes thereto), since November June 30, 20072005, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryEneco, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestEneco's stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Eneco of any of the Company’s or its Subsidiary’s membership interests, Eneco's capital stock or any other securities of the Company or its Subsidiary Eneco or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Eneco's capital stock, (div) any granting by the Company or its Subsidiary Eneco 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 its Subsidiary Eneco of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Eneco of any increase in severance or termination pay or any entry by Company or its Subsidiary Eneco into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Eneco of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Eneco into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 3.20 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Eneco with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Eneco in its accounting methods, principles or practices, (gvii) any change in the auditors of the Company or its SubsidiaryEneco, (hvii) any issuance of capital stock of the Company Eneco, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Eneco of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Eneco other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wentworth I Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in KBL SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November September 30, 20072008, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryKBL, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestKBL’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary KBL of any of the CompanyKBL’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary KBL or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyKBL’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary KBL 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 its Subsidiary KBL of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary KBL of any increase in severance or termination pay or any entry by Company or its Subsidiary KBL into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary KBL of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary KBL into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary KBL with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary KBL in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryKBL, (hviii) any issuance of capital stock of the Company or its SubsidiaryKBL, (iix) any revaluation by the Company or its Subsidiary KBL of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary KBL other than in the ordinary course of business, business or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (KBL Healthcare Acquisition Corp III)

Absence of Certain Changes or Events. Except as set forth in Schedule Section 2.9 hereto or of the Disclosure Letter, since the date of the Most Recent Balance Sheet, each Transferred Company has conducted its business in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, Ordinary Course of Business and there has not beenoccurred: (a) any Material Adverse Effect on or any event or circumstance that, individually or in the Company or its Subsidiaryaggregate, would reasonably be expected to have a Material Adverse Effect; (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition change by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary of any increase Transferred Companies 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, except as may be required by GAAP and as disclosed in the Interim Financial Statements; (c) any sale of or grant or other creation of any Lien (other than Liens that will be discharged at Closing) on any property or assets owned or used by any Transferred Company with a value in excess of $500,000, except in the Ordinary Course of Business; (d) any (i) increase in the salary or other compensation payable to any of the employees, directors, officers or consultants of any Transferred Company, other than customary compensation increases awarded in the Ordinary Course of Business, (ii) payment or commitment to pay any bonus, or other additional salary or compensation to any of the employees, directors, officers or consultants of any Transferred Company, other than the payment or commitment to pay bonuses or other additional salary or compensation in the Ordinary Course of Business, (iii) grant of any severance or termination pay to any of the employees, directors, officers or consultants of any Transferred Company, other than pursuant to Transferred Company Plans, or (iv) increase of any benefits payable under any existing severance or termination pay policies or employment agreements with any of the employees, directors, officers or consultants of any Transferred Company, other than pursuant to Transferred Company Plans; (e) any one or more related capital expenditures by any Transferred Company involving more than $500,000 in the aggregate; (f) any payment of any material Liabilities of any Transferred Company otherwise than in the Ordinary Course of Business; (g) any change cancellation or waiver by any Transferred Company of any claim or right which is material to the Transferred Companies considered as a whole or any cancellation or waiver outside the Ordinary Course of Business by any Transferred Company of any claim or right with a value to any Transferred Company in the auditors excess of the Company or its Subsidiary, $500,000; (h) any termination (other than by expiration in accordance with its terms), amendment or modification of any Contract which would have been required to be listed on Section 2.14 of the Disclosure Letter if the date of this Agreement was the date of the Most Recent Balance Sheet; (i) any damage resulting from a single event to any properties or assets owned or used by any Transferred Company with a value in excess of $500,000; (j) any abandonment or cancellation of any Intellectual Property Rights which are material to the Transferred Companies considered as a whole; (k) any incurrence, assumption or guaranty by any Transferred Company of any Indebtedness of any kind, other than Indebtedness which is incurred in the Ordinary Course of Business, (l) any amendment of the Charter of any of the Transferred Companies; (m) any split, combination, reclassification, or other modification of the terms of the capital stock of any Transferred Company; (n) any issuance or sale of any shares of capital stock of the any Transferred Company or any security or obligation which by its Subsidiaryterms is convertible into or exchangeable for, or any option, warrant or other right to purchase any such capital stock; (io) any revaluation by the Company merger or its Subsidiary consolidation with any Person or any acquisition of any capital stock or business of its assetsany Person, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale consummation of assets any other business combination transaction, in each case, whether in a single transaction or series of related transactions; or (p) any agreement by any of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, Transferred Companies to do any of the foregoing.

Appears in 1 contract

Samples: Purchase Agreement (Nortek Inc)

Absence of Certain Changes or Events. Except as set forth for liabilities ------------------------------------ incurred in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in connection with this Agreement, the Option Agreements or the transactions contemplated hereby or thereby, and except as permitted by Section 4.1(b), since November 30June 29, 20071996, JPFI and its subsidiaries have conducted their business only in the ordinary course consistent with past practice or as disclosed in any JPFI SEC Document filed since such date and prior to the date hereof, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change in JPFI, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, JPFI's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of JPFI's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of JPFI's capital stock, except for issuances of JPFI Common Stock upon exercise or conversion of JPFI Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(b), (div)(A) any granting by the Company JPFI or any of its subsidiaries to any current or former director, executive officer or other key employee of JPFI or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases as a result of cash compensation promotions, normal increases of base pay in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of June 29, or any payment by the Company or its Subsidiary of any bonus1996, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by the Company JPFI or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (C) any entry by Company JPFI or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard except insofar as may have been disclosed in JPFI SEC Documents filed and publicly available prior to the acquisition or disposition date of any Intellectual Property this Agreement (as defined in Section 2.21 amended to the date hereof, the "JPFI Filed SEC Documents") other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to a change in GAAP, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by JPFI materially affecting its assets, liabilities or business, (gvi) any change except insofar as may have been disclosed in the auditors of JPFI Filed SEC Documents, any tax election that individually or in the Company aggregate would have a material adverse effect on JPFI or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of business, any material income tax liability or (xvii) any agreement, whether written action taken by JPFI or oral, to do any of the foregoingJPFI subsidiaries during the period from June 30, 1996 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rykoff Sexton Inc)

Absence of Certain Changes or Events. Except as set forth in Section 2.9 of the Company Disclosure Schedule 2.9 hereto or in the Audited Financial Statements or the Unaudited Financial StatementsStatements when delivered, or as otherwise provided in this Agreement, since November 30January 1, 20072006 to the date of this Agreement, there has not been: (ai) any Material Adverse Effect on the Company or its Subsidiary, Company; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestthe Company’s stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Capital Stock or any options, warrants, calls or rights to acquire any such shares or other securities, ; (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, Capital Stock; (div) any granting by the Company or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, by this Agreement; (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, ; (fvi) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, ; (gvii) any change in the auditors of the Company or its Subsidiary, Company; (hviii) any issuance of capital stock of the Company, other than pursuant to the Company or its Subsidiary, Stock Option Plans in the ordinary course; (iix) any revaluation by the Company or its Subsidiary of any of its material assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, ; or (x) any agreement, whether written or oral, agreement to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statementsinterim balance sheets of Paradigm as of June 30, or as otherwise provided in this Agreement2016 (including the notes thereto), since November 30December 31, 20072015, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParadigm, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParadigm’s stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Paradigm of any of the CompanyParadigm’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Paradigm or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParadigm’s or its Subsidiary’s membership interests, capital stock, or any amendment or modification of the terms of any options, warrants or convertible securities of Paradigm, (div) any granting by the Company or its Subsidiary Paradigm 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 its Subsidiary Paradigm of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Paradigm of any increase in severance or termination pay or any entry by Company or its Subsidiary Paradigm into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Paradigm of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Paradigm into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 2.18 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Paradigm with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Paradigm in its accounting methods, principles or practices, (gvii) any change in the auditors of the Company or its SubsidiaryParadigm, (hvii) any issuance of capital stock stock, options or warrants of the Company Paradigm, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Paradigm of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Paradigm other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Securities Exchange Agreement (Bingham Canyon Corp)

Absence of Certain Changes or Events. Except as set forth Since December 31, 2018 REIT I and all REIT I Subsidiaries have conducted their respective business in Schedule 2.9 hereto or all material respects in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, ordinary course of business consistent with past practice and there has not been: (a) any Material Adverse Effect on the Company or its Subsidiary, (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, shares or property) in with respect of, to any of membership interest, REIT I Common Stock except for regular quarterly dividends on the REIT I Common Stock; (b) any amendment of any term of any outstanding equity security of REIT I or any purchaseREIT I Subsidiary; (c) any repurchase, redemption or other acquisition by the Company REIT I or its any REIT I Subsidiary of any outstanding shares of the Company’s or its Subsidiary’s membership interests, capital stock or any other equity securities of the Company of, or its Subsidiary other ownership interests in, REIT I or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its REIT I Subsidiary’s membership interests, capital stock, ; (d) any granting change in any method of accounting or accounting practice or any Tax method, practice or election by REIT I or any REIT I Subsidiary that would materially adversely affect its assets, liabilities or business, except insofar as may have been required by a change in applicable Law or GAAP; (e) any REIT I Material Adverse Effect or any event, circumstance, change, effect, development, condition or occurrence that, individually or in the Company aggregate with all other events, circumstances, changes, effects, developments, conditions or its occurrences, would reasonably be expected to have a REIT I Material Adverse Effect; or (f) any incurrence, assumption or guarantee by REIT I or any REIT I Subsidiary of any increase in compensation or fringe benefits, except Indebtedness for normal increases of cash compensation borrowed money other than in the ordinary course of business consistent with past practice, or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carey Watermark Investors 2 Inc)

Absence of Certain Changes or Events. Except as set forth for liabilities ------------------------------------ incurred in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in connection with this Agreement, the Option Agreements or the transactions contemplated hereby and thereby, and except as permitted by Section 4.1(a), since November 30April 27, 20071996, RSI and its subsidiaries have conducted their business only in the ordinary course consistent with past practice or as disclosed in any RSI SEC Document filed since such date and prior to the date hereof, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.3) in RSI, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, RSI's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of RSI's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of RSI's capital stock, except for issuances of RSI Common Stock upon exercise or conversion of RSI Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(a), (div)(A) any granting by the Company RSI or any of its subsidiaries to any current or former director, executive officer or other key employee of RSI or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases as a result of cash compensation promotions, normal increases of base pay in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of April 27, 1996 or any payment by disclosed in Section 3.1(i) of the Company or its Subsidiary of any bonusRSI Disclosure Schedule, except for bonuses made in the ordinary course of business consistent with past practice, or (B) any granting by the Company RSI or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, or (C) any entry by Company RSI or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard except insofar as may have been disclosed in RSI SEC Documents filed and publicly available prior to the acquisition or disposition date of any Intellectual Property this Agreement (as defined in Section 2.21 amended to the date hereof, the "RSI Filed SEC Documents") other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to a change in GAAP, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by RSI materially affecting its assets, liabilities or business, (gvi) any change except insofar as may have been disclosed in the auditors of RSI Filed SEC Documents, any tax election that individually or in the Company aggregate would have a material adverse effect on RSI or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of businessany material income tax liability, or (xvii) any agreement, whether written action taken by RSI or oral, to do any of the foregoingRSI subsidiaries during the period from April 28, 1996 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rykoff Sexton Inc)

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Absence of Certain Changes or Events. Except Since September 30, 2005, except as set forth in Schedule 2.9 hereto Section 5.9 of Westborough's Disclosure Schedules or reflected in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007Westborough Financial's SEC Documents, there has not been: been (a) either individually or in the aggregate, any Material Adverse Effect on and, to the Company best knowledge of Westborough, no fact or its Subsidiarycondition exists which is reasonably likely to cause such a Material Adverse Effect in the future, (b) any material damage, destruction or loss with respect to any property or asset of Westborough, (c) any change by Westborough in its accounting methods, principles or practices, other than changes required by applicable law or GAAP or regulatory accounting as concurred in by Westborough independent accountants, (d) any revaluation by Westborough of any asset, including, without limitation, writing off of notes or accounts receivable, other than in the ordinary course of business consistent with past practice, (e) any entry by Westborough into any contract or commitment (other than with respect to Loans, as hereinafter defined) of more than $30,000 or with a term of more than one (1) year that is not terminable without penalty, (f) any declaration, setting aside or payment of any dividend onor distribution in respect of any capital stock of Westborough or any redemption, purchase or other acquisition of any of its securities, (g) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other distribution (whether in cash or property) in respect of, any of membership interestemployee benefit plan, or any purchaseother increase in the compensation payable or to become payable to any trustees, redemption directors or officers of Westborough, or any grant of severance or termination pay, or any contract or arrangement entered into to make or grant any severance or termination pay, any payment of any bonus, or the taking of any other material action not in the ordinary course of business with respect to the compensation or employment of trustees, directors, officers or employees of Westborough, (h) any strike, work stoppage, slowdown or other acquisition labor disturbance, (i) any material election made by Westborough for federal or state income tax purposes, (j) any change in the Company credit policies or its Subsidiary procedures of Westborough, the effect of which was or is to make any such policy or procedure materially less restrictive in any material respect, (k) any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due), including, without limiting the generality of the Company’s foregoing, liabilities as guarantor under any guarantees or its Subsidiary’s membership interestsliabilities for taxes, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary of any increase in compensation or fringe benefits, except for normal increases of cash compensation than in the ordinary course of business consistent with past practice, (l) any forgiveness or any payment by the Company or its Subsidiary cancellation of any bonus, except for bonuses made indebtedness or contractual obligation other than in the ordinary course of business consistent with past practice, (m) except with respect to funds borrowed by Westborough from the Federal Home Loan Bank, any mortgage, pledge, lien or any granting by the Company or its Subsidiary lease of any increase assets, tangible or intangible, of Westborough with a value in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement excess of $25,000 in the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebyaggregate, (en) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined assets or properties having a value in Section 2.21 hereof) excess of $25,000, or any contract for any such acquisition or disposition entered into other than licenses loans and investment securities, or (o) any lease of real or personal property entered into, other than in connection with foreclosed property or in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingpractice.

Appears in 1 contract

Samples: Voting Agreement (Westborough Financial Services Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of the Original Agreement, or and except as otherwise provided in contemplated by this Agreement, since November June 30, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Ithaka Acquisition Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in From December 31, 2010 through the Unaudited Financial Statements, or as otherwise provided in date of this Agreement, since November 30the Company and its subsidiaries have conducted their business in all material respects in the ordinary course consistent with past practice. Since December 31, 20072010 through the date hereof, there has not been: (a) any change, event, occurrence or effect which has had or would reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiary, Effect; (b) prior to the date of this Agreement, any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock, property or property) otherwise in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, subsidiaries’ capital stock, except for (di) any granting quarterly dividends by the Company or its Subsidiary 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, and (ii) any dividend or any payment distribution by a subsidiary of the Company to the Company or its Subsidiary a subsidiary thereof; (c) prior to the date of this Agreement, any redemption, repurchase or other acquisition of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance shares of capital stock of the Company or any of its Subsidiary, subsidiaries (other than the acquisition of Shares (i) pursuant to the Company’s previously disclosed Share buy-back program, (ii) tendered by employees or former employees in connection with a cashless exercise of Company Stock Options or in order to pay Taxes in connection with the vesting or exercise of any revaluation grants (including Company Stock Options and Company Restricted Shares) pursuant to the terms of a Company Stock Plan), (iii) tendered by holders of Capstone Options in connection with an exercise of Capstone Options in connection with the vesting or exercising of such Capstone Options and (iv) tendered by holders of Warrants in connection with an exercise of Warrants in connection with the vesting or exercising of such Warrants; (d) prior to the date of this Agreement, any material change by the Company in its accounting principles, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or GAAP or regulatory requirements with respect thereto; or (e) prior to the date of this Agreement, any new material Tax election or revocation of a previous material Tax election made by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable subsidiaries or any sale settlement or compromise of assets of any material Tax liability by the Company or any of its Subsidiary subsidiaries, or any change (or request to any taxing authority to change) any aspect of the method of accounting for Tax purposes employed by the Company or any subsidiary of the Company, other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Primedia Inc)

Absence of Certain Changes or Events. Except as set forth disclosed in the Horizon SEC Documents or in Schedule 2.9 hereto or 2.7 to the Horizon Disclosure Letter, since the date of the most recent audited financial statements included in Horizon SEC Documents (the Unaudited "Horizon Financial Statements, or as otherwise provided in Statement Date") and to the date of this Agreement, since November 30Horizon and its Subsidiaries have conducted their business only in the ordinary course (taking into account prior practices, 2007, including the acquisition of properties and issuance of securities) and there has not been: been (a) any material adverse change in the business, financial condition or results of operations of Horizon and its Subsidiaries taken as a whole (a "Horizon Material Adverse Effect on Change"), nor has there been any occurrence or circumstance that with the Company or its Subsidiarypassage of time would reasonably be expected to result in a Horizon Material Adverse Change, (b) except for regular quarterly distributions not in excess of $0.35 declared in each of the first, second and third quarter of 1997 per Horizon Common Share or Horizon OP Unit, respectively (or, with respect to the period commencing on the date hereof and ending on the Closing Date, distributions permitted pursuant to Section 5.10), in each case with customary record and payment dates, any authorization, declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect ofto the Horizon Common Shares, any of membership interest, Horizon OP Units or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesNewco OP Units, (c) any split, combination or reclassification of the Horizon Common Shares, the Horizon OP Units or Newco OP Units or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the Company’s right to acquire by exchange or its exercise, shares of stock of Horizon or partnership interests in Horizon Partnership or Newco LP or any issuance of an ownership interest in, any Horizon Subsidiary’s membership interests, capital stock, (d) any granting damage, destruction or loss, whether or not covered by the Company insurance, that has or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of would have a transaction involving the Company or its Subsidiary of the nature contemplated herebyHorizon Material Adverse Effect, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined change in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) practices by Horizon or any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Horizon Subsidiary of any of materially affecting its assets, includingliabilities or business, without limitation, writing down the value of capitalized inventory except insofar as may have been disclosed in Horizon SEC Documents or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than required by a change in the ordinary course of businessGAAP, or (xf) any agreementamendment of any employment, whether written consulting, severance, retention or oralany other agreement between Horizon and any current or former officer, to do any director, employee or consultant of the foregoingHorizon.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Horizon Group Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in contemplated by this Agreement, since November 30March 31, 20071999, there has not beennone of the following have occurred: (ai) any change, event or condition (or any development involving a prospective change, event or condition) or any threat thereof shall have occurred or be threatened, which change, event or condition has had, or is reasonably likely to have, a Material Adverse Effect on Parent; (ii) any change in accounting methods, principles or practices by Parent affecting its assets, liabilities or business; (iii) any revaluation by Parent or any of the Company or its SubsidiaryParent Subsidiaries of any of their assets, (biv) any damage, destruction or loss having a Material Adverse Effect on Parent; (v) any cancellation of any material debts or waiver or release of any material right or claim of Parent relating to its business activities or properties; (vi) any declaration, setting aside or payment of any dividend on, dividends or other distribution (whether in cash or property) distributions in respect of, of any of membership interest, shares or any purchaseredemption, redemption purchase or other acquisition of any securities of Parent or the Parent Subsidiaries; (vii) any issuance by the Company Parent or its any Parent Subsidiary of, or commitment of Parent or any Parent Subsidiary to issue, any shares, options, warrants or other equity securities or obligations or securities convertible into or exchangeable for shares, options, warrants or other equity securities, other than upon exercise of share options in Parent or in any of the Company’s Parent Subsidiaries; (viii) negotiation or its Subsidiary’s membership interestsexecution of any material arrangement, capital stock agreement or understanding to which Parent or any other securities Parent Subsidiary is a party which cannot be terminated by it on notice of 30 days or less without cost or penalty; (ix) the Company making of any loan or its Subsidiary payment, the entering into of any arrangement, agreement or understanding or similar transaction with any Person who is an officer, director or shareholder of Parent or any optionsParent Subsidiary, warrants, calls or rights to acquire any who is an affiliate or associate of such shares or other securities, a Person; (cx) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary expenditures other than in the ordinary course of businessbusiness and consistent with past practice by Parent or any Parent Subsidiary in an aggregate amount that exceeds $80,000; (xi) any entering into of any scheme of arrangement or any arrangement providing for the winding up liquidation, administration, dissolution, merger, consolidation or other reorganization of Parent or any Parent Subsidiary; (xii) any increase in salary, bonus, emoluments, benefits, severance, bonus or incentive or other compensation payable or to become payable to any officer, director, employee or other Person receiving compensation of any nature from Parent or any Parent Subsidiary; any increase in the number of shares obtainable under, or the acceleration or creation of any rights of any Person to benefits under, any employee share option scheme operated by Parent (xincluding, without limitation, the acceleration of the vesting or exercisability of any share options, the acceleration of the accrual or vesting of any benefits under any pension scheme operated by Parent or the acceleration or creation of any rights under any severance, parachute or change in control agreement), or the entering into of any employment, consulting, severance or other employee related agreement, arrangement or understanding with Parent or any Parent Subsidiary; (xiii) any agreement, whether written delay or oral, failure to repay when due any material obligation of Parent or any Parent Subsidiary; (xiv) any notice of termination of employment by any officer or employee or resignation by any director; or (xv) any agreement by Parent or any Parent Subsidiary to do any of the foregoingthings described in the preceding clauses (i) through (xiv) other than as expressly provided for herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Therapeutic Antibodies Inc /De)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 4.9 hereto or in MPLC SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November September 30, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryMPLC, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestMPLC's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary MPLC of any of the Company’s or its Subsidiary’s membership interests, MPLC's capital stock or any other securities of the Company or its Subsidiary MPLC or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) except for the designation of the Series C Preferred Stock, any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, MPLC's capital stock, (div) any granting by the Company or its Subsidiary MPLC 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 its Subsidiary MPLC of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary MPLC of any increase in severance or termination pay or any entry by Company or its Subsidiary MPLC into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary MPLC of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary MPLC into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) or other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entityassets, (fvi) any material change by the Company or its Subsidiary MPLC in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryMPLC, (hvii) any issuance of capital stock of the Company MPLC, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary MPLC of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable of, or any sale of of, assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingMPLC.

Appears in 1 contract

Samples: Exchange Agreement (MPLC, Inc.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in the Unaudited Financial StatementsPurchaser SEC Reports filed prior to the date of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30December 31, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryPurchaser, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestthe Purchaser’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Purchaser of any of the CompanyPurchaser’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Purchaser or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyPurchaser’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Purchaser 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 its Subsidiary Purchaser of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Purchaser of any increase in severance or termination pay or any entry by Company or its Subsidiary the Purchaser into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Purchaser of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Purchaser into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Purchaser with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Purchaser in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryPurchaser, (hvii) any issuance of capital stock of the Company Purchaser, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Purchaser of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Purchaser other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Logistics Acquisition CORP)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial StatementsRed Cannxx XXX Documents filed and publicly available prior to the date of this Agreement, or and except as otherwise provided in expressly contemplated by this Agreement, since November 30the date of the most recent audited financial statements included in such Red Cannxx XXX Documents, 2007Red Cannxx xxx conducted its business only in the ordinary course, and there has not been: (ai) any Material Adverse Effect on material adverse change in the Company business, results of operations, or business prospects of Red Cannxx xxx its Subsidiary, subsidiaries taken as a whole; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, Red Cannxx'x xxxital stock; (ciii) any split, combination or reclassification of any of its capital stock or any issuance or the Company’s authorization of any insurance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, capital stock, ; (div) any granting by the Company or Red Cannxx xx any of its Subsidiary subsidiaries to any officer of Red Cannxx xx any of its subsidiaries of any increase in compensation or fringe benefitscompensation, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, prior practice or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or as required under existing employment agreements; (v) any granting by the Company or Red Cannxx xx any of its Subsidiary subsidiaries to any officer of any increase in severance or termination pay or any pay; (vi) an entry by Company or Red Cannxx xx any of its Subsidiary subsidiaries into any currently effective employment, severance, severance or termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property officer; (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fvii) any material damage, destruction or loss, whether or not covered by insurance, that has had or is likely to have a Red Cannxx Xxxerial Adverse Effect; (viii) any change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Red Cannxx xxxerially affecting its assets, (g) any liabilities or business, except insofar as may have been required by a change in the auditors of the Company generally accepted accounting principles; or its Subsidiary(ix) except as set forth on SCHEDULE 4.6, (h) any issuance of capital stock of the Company adoption or its Subsidiary, (i) amendment in any revaluation material respect by the Company or its Subsidiary of Red Cannxx xx any of its assetssubsidiaries of any bonus, includingpension, without limitationprofit sharing, writing down the value of capitalized inventory deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or writing off notes other plan, arrangement or accounts receivable understanding in each case maintained or any sale of assets of the Company or its Subsidiary other than in the ordinary course of businesscontributed to, or (x) required to be maintained or contributed to, by Red Cannxx xx its subsidiaries for the benefit of any agreementcurrent or former employee, whether written officer or oral, to do director of Red Cannxx xx any of the foregoingits subsidiaries (each, a "Red Cannxx Xxxefit Plan" and, collectively, "Red Cannxx Xxxefit Plans").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Florafax International Inc)

Absence of Certain Changes or Events. Except Since December 31, 2005, except as set forth in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in contemplated by this Agreement, the Company and its subsidiaries have conducted their business in the ordinary course consistent with past practice and, since November 30, 2007such date, there has not been: (ai) any change, event or occurrence which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or its Subsidiary, Effect; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock, property or property) otherwise in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or any of its Subsidiary’s membership interestssubsidiaries’ capital stock, except for any dividend or distribution by a subsidiary of the Company; (iii) any redemption, repurchase or other acquisition of any shares of capital stock or any other securities of the Company or any of its Subsidiary subsidiaries; (iv) prior to the date of this Agreement or, except as permitted by Section 5.1, on or any options, warrants, calls or rights to acquire any such shares or other securitiesafter the date hereof, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (dx) any granting by the Company or any of its Subsidiary subsidiaries to any of their directors, officers or employees of any increase in compensation or fringe benefits, except for normal increases of cash compensation to the extent required under any Company Plan or employment agreement or as required by law or increases in the ordinary course of business consistent with past practice, respect to employees who are not (A) directors or any payment by (B) “named executive officers” (as that term is used in Item 402 of Regulation S-K under the Company or its Subsidiary of any bonus, except for bonuses made Securities Act) in the ordinary course of business consistent Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with past practicethe SEC (the “Named Executive Officers”), or (y) any granting by to any director, officer or employee of the Company or its Subsidiary of right to receive any increase in severance or termination pay not provided for under any Company Plan, or (z) any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or any of its Subsidiary subsidiaries into any licensing employment, consulting or other severance agreement or arrangement with regard to the acquisition any director, officer or disposition employee of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect subsidiaries, or any material amendment of any Company Plan; (v) prior to any Governmental Entitythe date of this Agreement, (f) any material change by the Company or its Subsidiary in its accounting methodsprinciples, except as may be appropriate to conform to changes in statutory or regulatory accounting rules or generally accepted accounting principles or practicesregulatory requirements with respect thereto; (vi) prior to the date of this Agreement, (g) any change in the auditors of the Company material income Tax election changed or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation rescinded by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable subsidiaries or any sale settlement or compromise of assets of any material income Tax liability by the Company or any of its Subsidiary other than in the ordinary course of business, subsidiaries; or (xvii) prior to the date of this Agreement, any agreement, whether written material change in income Tax accounting principles by the Company or oral, to do any of the foregoingits subsidiaries, except insofar as may have been required by applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penton Media Inc)

Absence of Certain Changes or Events. Except as set forth has been disclosed in Schedule 2.9 hereto writing by Repap to UPM in a form acceptable to UPM or Publicly Disclosed by Repap, since December 31, 1999 each of Repap and the Repap Material Subsidiaries has conducted its business only in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, ordinary and regular course of business consistent with past practice and there has not beenoccurred: (a) a Material Adverse Change with respect to Repap; any damage, destruction or loss not fully covered by insurance, subject to customary deductions, retentions and exclusions, that would have a Material Adverse Effect on the Company Repap; any redemption, repurchase or its Subsidiary, (b) other acquisition of Repap Common Shares by Repap or Repap Preferred Shares or any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) with respect to Repap Common Shares or Repap Preferred Shares; any material increase in respect of, or modification of the compensation payable or to become payable by it to any of membership interestits directors or officers, the entering into of any change of control, "golden parachute" or similar agreement or arrangement with any of its directors or officers, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights grant to acquire any such shares director or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary officer of any increase in compensation severance or fringe benefitstermination pay; any material increase in or modification of any bonus, except pension, insurance or benefit arrangement (including the granting of stock options, restricted stock awards or stock appreciation rights) made to, for normal increases or with any of cash compensation its directors or officers; any acquisition or sale of its property or assets aggregating 10% or more of Repap's total consolidated property and assets as at December 31, 1999 other than in the ordinary and regular course of business consistent with past practice; any entering into, amendment of, relinquishment, termination or non-renewal by it of any material contract, agreement, licence, franchise, lease transaction, commitment or other right or obligation that would have a Material Adverse Effect on Repap; any resolution to approve a split, consolidation or reclassification of any of its outstanding shares; any material change in its accounting methods, policies or practices; any guarantee of the payment of material indebtedness or any payment by the Company incurrence of material indebtedness for money borrowed or its Subsidiary any issue or sale of any bonus, debt securities except for bonuses made in the ordinary and regular course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses ; except in the usual, ordinary and regular course of business and consistent with past practice practice: (A) any satisfaction or settlement of any claims or liabilities prior to the same being due, which were, individually or in the aggregate, material; or (B) any grant of any waiver, exercise of any option or relinquishment of any contractual rights which were, individually or in the aggregate, material; or any amendment or giving of a consent with respect by Repap to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors assignment of the Company or its Subsidiarypurchase agreement dated as of May 15, (h) any 1998 relating to the original issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingConvertible Debenture.

Appears in 1 contract

Samples: Acquisition Agreement (Repap Enterprises Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 4.9 hereto or in Chiste SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30December 31, 20072004, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryChiste, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestChiste's capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Chiste of any of the Company’s or its Subsidiary’s membership interests, Chiste's capital stock or any other securities of the Company or its Subsidiary Chiste or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) except for the designation of the Series B Preferred Stock, any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Chiste's capital stock, (div) any granting by the Company or its Subsidiary Chiste 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 its Subsidiary Chiste of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Chiste of any increase in severance or termination pay or any entry by Company or its Subsidiary Chiste into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Chiste of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Chiste into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Chiste with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Chiste in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryChiste, (hvii) except for the issuance of 135,000 shares of Chiste's Common Stock to a financial consultant on April 5, 2005 in payment for services rendered, any issuance of capital stock of the Company Chiste, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Chiste of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable of, or any sale of of, assets of the Company or its Subsidiary Chiste other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Exchange Agreement (Chiste Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007date of the last filed Buyer SEC Report, there has not been: (ai) any Material Adverse Effect on the Company Buyer or any of its Subsidiarysubsidiaries, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestBuyer’s or any of its subsidiaries’ capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Buyer of any of the CompanyBuyer’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company Buyer or its Subsidiary subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securitiessecurities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (ciii) any split, combination or reclassification of any of the CompanyBuyer’s or any of its Subsidiary’s membership interests, subsidiaries’ capital stock, (div) any granting by the Company Buyer or any of its Subsidiary 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 Buyer or any of its Subsidiary subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company Buyer or any of its Subsidiary subsidiaries of any increase in severance or termination pay or any entry by Company Buyer or any of its Subsidiary subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Buyer of the nature contemplated hereby, (ev) entry by the Company Buyer or any of its Subsidiary subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entitypractice, (fvi) any material change by the Company or its Subsidiary Buyer in its accounting methods, principles or practices, (g) any change except as required by concurrent changes in the auditors of the Company or its SubsidiaryGAAP, (h) any issuance of capital stock of the Company or its Subsidiary, (ivii) any revaluation by the Company or its Subsidiary Buyer of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable receivable, or (viii) any sale of assets of the Company or its Subsidiary Buyer other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qpagos)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, date of the Seller Balance Sheet there has not been: (ai) any Material Adverse Effect on any of the Company or its SubsidiarySubsidiaries, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestthe Subsidiaries’ capital stock, or any purchase, repurchase for value or redemption or other acquisition by the Company Seller or any of its Subsidiary Subsidiaries of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesSubsidiaries, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, Subsidiaries’ capital stock, (div) any granting by the Company or any of its Subsidiary Subsidiaries of any material (whether individually or in the aggregate) increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, practice or any payment by any of the Company or its Subsidiary Subsidiaries of any material (whether individually or in the aggregate) bonus, except for bonuses made in the ordinary course of business consistent with past practice, practice or any granting by any of the Company or its Subsidiary Subsidiaries of any material (whether individually or in the aggregate) increase in severance or termination pay or any entry by Company or its Subsidiary any of the Subsidiaries into any currently effective material (whether individually or in the aggregate) employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebyagreement, (ev) entry by any of the Company or its Subsidiary Subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any material Intellectual Property (as defined in Section 2.21 hereof) 2.9(a)(i)), other than licenses non-exclusive license, supply and distribution agreements entered into in the ordinary course of business consistent with past practice practice, (vi) any material (whether individually or any in the aggregate) amendment or consent with respect to any licensing agreement filed or required to be filed by Material Contract (as defined in Section 2.15) in effect since the Company or its Subsidiary with respect to any Governmental Entitydate of the Seller Balance Sheet, (fvii) any material change by the Company or its Subsidiary Seller in its accounting methods, principles or practices, except as required by concurrent changes in GAAP, or (gviii) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any material revaluation by the Company or its Subsidiary of any of its the Subsidiaries’ assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Stock Purchase and Option Agreement (Transax International LTD)

Absence of Certain Changes or Events. Except as set forth disclosed ------------------------------------ in Schedule 2.9 hereto or Section 4.1(f) of the Cabot Disclosure Letter, since the Balance Sheet date, Cabot and the Cabot Subsidiaries have conducted their business only in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, ordinary course consistent with past practice and there has not been: (a1) any (A) a Cabot Material Adverse Effect on the Company or its Subsidiary, Effect; (bB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, Cabot's Common Shares or any purchaseownership interest in Cabot LP; (C) any amendment of any term of any outstanding security of Cabot or any Cabot Subsidiary; (D) any repurchase, redemption or other acquisition by the Company Cabot or its any Cabot Subsidiary of any outstanding shares of the Company’s stock or its other securities of, or other ownership interests in, Cabot or any Cabot Subsidiary’s membership interests; (E) any change in any method of accounting or accounting practice or any material change in any tax method or election by Cabot or any Cabot Subsidiary; (F) any (i) amendment of any employment, capital stock consulting, severance, retention or any other securities agreement between Cabot and any officer or trustee of the Company Cabot; (ii) grant of any severance or its Subsidiary termination pay to any trustee, director or officer of Cabot or any optionsCabot Subsidiary; (iii) entering into of any employment agreement with any trustee, warrantsdirector or officer of Cabot or any Cabot Subsidiary; (iv) material increase in any benefits payable under any existing severance or termination pay policies or employment agreements; or (v) increase in compensation, calls or rights to acquire any such shares bonus or other securitiesbenefits payable to trustees, directors or officers of Cabot or a Cabot Subsidiary; (cG) any change, event, effect, damage, destruction, loss relating to the business or operations of Cabot that has constituted, or would constitute, a Cabot Material Adverse Effect; (H) any incurrence, assumption or guarantee by Cabot or any Cabot Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business consistent with past practices; (I) any creation or assumption by Cabot or any Cabot Subsidiary of any Lien in an amount, individually or in the aggregate, in excess of $1,000,000 on any asset other than in the ordinary course of business consistent with past practices; or (J) any making of any loan, advance or capital contribution to or investment in any Person; or (2) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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, Cabot's stock or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent issuance or the terms authorization of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock any other securities in respect of, in lieu of or in substitution for, or giving the Company right to acquire by exchange or its Subsidiaryexercise, (i) any revaluation by the Company or its Subsidiary of any shares of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable stock or any sale issuance of assets of the Company or its Subsidiary other than in the ordinary course of businessan ownership interest in, or (x) any agreement, whether written or oral, to do any of the foregoingCabot Subsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cabot Industrial Trust)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto connection with this Agreement or the transactions contemplated hereby, since December 31, 1997, Citicorp and its subsidiaries have conducted their business only in the Unaudited Financial Statements, ordinary course or as otherwise provided disclosed in this Agreementany Citicorp Filed SEC Document, since November 30, 2007, and there has not been: been (a1) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change in Citicorp, (b2) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interestCiticorp's capital stock, or any purchase, redemption or other acquisition by than regular quarterly cash dividends on the Company or its Subsidiary of any Citicorp Common Stock and dividends payable on Citicorp Preferred Stock in accordance with their terms as of the Company’s date of this Agreement (or its Subsidiary’s membership interests, capital stock or any other securities as of their date of issue if subsequent to the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesdate of this Agree- ment), (c3) any split, combination or reclassification of any of Citicorp's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Citicorp's capital stock, except for issuances of Citicorp Common Stock upon the exercise of Citicorp Employee Stock Options awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.01(a) or in accordance with the terms of the Citicorp Stock Plans, (d4) (A) any granting by the Company Citicorp or any of its subsidiaries to any current or former direc tor, executive officer or other key employee of Citicorp or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or as was required under any payment by employment agreements in effect as of the Company or its Subsidiary date of any bonus, except for bonuses made the most recent audited financial statements included in the ordinary course Citicorp SEC Documents filed and publicly available prior to the date of business consistent with past practicethis Agreement (as amended to the date of this Agreement, or the "Citicorp Filed SEC Documents"), (B) any granting by the Company Citicorp or any of its Subsidiary subsidiaries to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business, or (C) any entry by Company Citicorp or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, (5) except insofar as may have been disclosed in the Citicorp Filed SEC Documents or required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by Citicorp materially affecting its assets, liabilities or business or (x6) except insofar as may have been disclosed in the Citicorp Filed SEC Documents, any agreement, whether written tax election that individually or oral, in the aggregate would reasonably be expected to do have a material adverse effect on Citicorp or any of the foregoingits tax attributes or any settle ment or compromise of any material income tax liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citicorp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in EBM Disclosure Schedule, and except for the Unaudited Financial Statements, or as otherwise provided in transactions contemplated under this Agreement, since November September 30, 2007, 2010 there has not been, with respect to EBM: (ai) any Material Adverse Effect on the Company or its SubsidiaryEffect, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, securities or property) in respect of, any of membership interestequity securities, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other equity securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares equity securities or other securities, (ciii) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stockequity securities, (div) any granting by the Company or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) intellectual property other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entitygovernmental entity or Authority, (fvi) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (gvii) any change in the auditors auditing firm of the Company or its SubsidiaryCompany, (hvii) any issuance of capital stock of the Company securities, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Securities Exchange Agreement (E-Band Media, Inc.)

Absence of Certain Changes or Events. Except as set forth for liabilities ------------------------------------ incurred in Schedule 2.9 hereto or in the Unaudited Financial Statements, or as otherwise provided in connection with this Agreement, the Option Agreements or the transactions contemplated hereby and thereby, and except as permitted by Section 4.1(a), since November 30March 31, 20071998, McKesson and its subsidiaries have conducted their business only in the ordinary course consistent with past practice or as disclosed in any McKesson SEC Document filed since such date and prior to the date hereof, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.3) in McKesson, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, McKesson's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (ciii) any split, combination or reclassification of any of McKesson's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of, or its Subsidiary’s membership interests, in substitution for shares of McKesson's capital stock, except for issuances of McKesson Common Stock upon exercise or conversion of McKesson Employee Stock Options, in each case awarded prior to the date hereof in accordance with their present terms or issued pursuant to Section 4.1(a), (div)(A) any granting by the Company McKesson or any of its subsidiaries to any current or former director, officer or other key employee of McKesson or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases as a result of cash compensation promotions, normal increases of base pay or target bonuses in the ordinary course of business consistent with past practiceor as was required under any employment agreements in effect as of Xxxxx 00, or any payment by the Company or its Subsidiary of any bonus0000, except for bonuses made in the ordinary course of business consistent with past practice, or (X) any granting by the Company McKesson or any of its Subsidiary subsidiaries to any such current or former director, officer or key employee of any increase in severance or termination pay pay, or (C) any entry by Company McKesson or any of its Subsidiary into subsidiaries into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director or officer, or any agreement the benefits material amendment of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary any of the nature contemplated herebyforegoing with any key employee, (ev) entry by the Company or its Subsidiary into any licensing or other agreement with regard except insofar as may have been disclosed in McKesson SEC Documents filed and publicly available prior to the acquisition or disposition date of any Intellectual Property this Agreement (as defined in Section 2.21 amended to the date hereof, the "McKesson Filed SEC Documents") other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to a change in GAAP, any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by McKesson materially affecting its assets, liabilities or business, (gvi) any change except insofar as may have been disclosed in the auditors of McKesson Filed SEC Documents, any tax election that individually or in the Company aggregate would have a material adverse effect on McKesson or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of businessany material income tax liability, or (xvii) any agreement, whether written action taken by McKesson or oral, to do any of the foregoingMcKesson subsidiaries during the period from April 1, 1998 through the date of this Agreement that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 4.1(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (McKesson Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in From December 31, 2011 through the Unaudited Financial Statements, or as otherwise provided in date of this Agreement, since November 30except in connection with this Agreement and the transactions contemplated herein (i) each of the Company and each of the Company Subsidiaries has conducted its business in all material respects in the ordinary course consistent with past practice, 2007, and (ii) there has not been: been (aA) any event, change, occurrence or effect which has had or would reasonably be expected to have a Material Adverse Effect on the Company or its SubsidiaryEffect, (bB) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, shares, property or property) otherwise in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interestsany of the Company Subsidiaries’ share capital, except for any dividend or distribution by a Company Subsidiary to the Company or another Company Subsidiary thereof, (C) any redemption, repurchase or other acquisition of any shares of share capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting Company Subsidiaries by the Company or its Subsidiary any Company Subsidiaries (other than (1) the acquisition 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, Shares tendered by Founder or any payment Person controlled by him in connection with the issuance by the Company or its Subsidiary of Shares upon the vesting, settlement and/or exercise of equity awards granted under any bonus, except for bonuses made Company Plan and (2) the repurchase of ADSs in accordance with the ordinary course of business consistent with past practice, or any granting share repurchase program approved by the Company or its Subsidiary board of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits directors of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebyand announced publicly in August 2011), (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fD) any material change by the Company or its Subsidiary in its accounting methodsprinciples, principles except as may be appropriate to conform to changes in statutory or practicesregulatory accounting rules or GAAP or regulatory requirements with respect thereto, or (gE) any change in the auditors of with respect to the Company or its any Company Subsidiary, (h) any issuance of capital stock of the Company material Tax election made, changed or its Subsidiaryrevoked; any release, (i) any revaluation by the Company assignment, settlement or its Subsidiary compromise of any material Tax liability or surrender of its assets, including, without limitation, writing down the value any refund; any adoption of capitalized inventory or writing off notes or accounts receivable change to any method of Tax accounting or any sale annual Tax accounting period; any filing of assets an amended Tax Return; any incurrence of the Company an obligation to make any payment of, or its Subsidiary other than in respect of, any Taxes except in the ordinary course of business, ; or (x) any agreement, whether written agreement to extend or oral, to do any waive the statutory period of limitations for the foregoingassessment or collection of Taxes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ShangPharma Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30March 31, 20072006, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Juniper Partners Acquisition Corp.)

Absence of Certain Changes or Events. Except as set forth for liabilities incurred in Schedule 2.9 hereto connection with this Agreement or the transactions contemplated hereby, since September 30, 1998, NSC and each of the NSC Subsidiaries have conducted their business only in the Unaudited Financial Statements, ordinary course or as otherwise provided disclosed in this Agreementany SEC Document, since November 30, 2007, and there has not been: been (a) any Material Adverse Effect on the Company or its Subsidiary, (bi) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, NSC's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (cii) any split, combination or reclassification of any of NSC's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of NSC's capital stock, (diii) (A) any granting by the Company NSC or its any NSC Subsidiary to any current or former director, executive officer or other key employee of NSC or any NSC Subsidiary of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or as was required under any payment by employment agreements in effect as of the Company or its Subsidiary date of any bonus, except for bonuses made the most recent audited financial statements included in the ordinary course SEC Documents filed and publicly available prior to the date of business consistent with past practicethis Agreement, or (B) any granting by the Company NSC or its any NSC Subsidiary to any such current or former director, executive officer or key employee of any increase in severance or termination pay pay, except in the ordinary course of business, or (C) any entry by Company NSC or its any NSC Subsidiary into into, or any currently effective amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or any agreement the benefits of which are contingent former director, executive officer or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebykey employee, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (xiv) except insofar as may have been disclosed in the SEC Documents or required by a change in generally accepted accounting principles, any agreementchange in accounting methods, whether written principles or oralpractices by NSC materially affecting its assets, to do any of the foregoingliabilities or business.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NSC Corp)

Absence of Certain Changes or Events. Except as set forth in Section 2.9 of the Parent Disclosure Schedule 2.9 hereto or in the Unaudited Financial Statementshereto, or as otherwise provided in this Agreement, since November 30December 31, 2007, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s shares, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock shares or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stockshare capital, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary consummation of the nature contemplated herebyMerger, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any material amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hviii) any issuance of capital stock shares of the Company or its SubsidiaryParent, other than pursuant to currently existing convertible securities, (iix) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Israel Growth Partners Acquisition Corp.)

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial Statements, or i-Cube SEC Documents filed and publicly available prior to the date of this Agreement (as otherwise provided in amended to the date of this Agreement, the "i-Cube Filed SEC Documents"), since November 30December 31, 20071998 i-Cube and its subsidiaries have conducted their business only in the ordinary course, and there has not been: been (a1) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.03) in i-Cube, (b2) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, i-Cube's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (c3) any split, combination or reclassification of any of i-Cube's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of i-Cube's capital stock, except for issuances of i-Cube Common Stock upon the exercise of i-Cube Stock Options under the i-Cube Stock Plans, in each case awarded prior to the date hereof in accordance with their present terms, (d4) (A) any granting by the Company i-Cube or any of its subsidiaries to any current or former director or executive officer of i-Cube or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for stock option grants listed on Schedule 3.01(g) and normal increases of in cash compensation in the ordinary course of business consistent with past practicepractice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the i-Cube Filed SEC Documents, (B) any granting by i-Cube or any payment by the Company of its subsidiaries to any such current or its Subsidiary former director, executive officer or key employee of any bonusincrease in severance or termination pay, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or (C) any entry by Company i-Cube or any of its Subsidiary into subsidiaries into, or any currently effective amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, or (D) any agreement the benefits of which are contingent amendment to, or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebymodification of, any i-Cube Stock Option, (e5) entry except insofar as may have been required by the Company or its Subsidiary into a change in generally accepted accounting principles, any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined change in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by i-Cube materially affecting its assets, liabilities or business, (g6) any change tax election that individually or in the auditors of the Company aggregate is reasonably likely to have a material adverse effect on i-Cube or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of businessany material income tax liability, or (x7) any agreement, whether written action taken by i-Cube or oral, to do any of its subsidiaries during the foregoing.period from December 31, 1998 to the date

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Integration Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November September 30, 2007, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Interests Purchase Agreement (Fortissimo Acquisition Corp.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or Section 3.1(f) of the NEON Disclosure Schedule, and except for actions that would be permitted pursuant to Section 4.1, and except as otherwise contemplated hereby, from the date of the Audited Balance Sheet to the date hereof: (i) NEON and its Subsidiaries have conducted their business in all material respects in the Unaudited Financial Statements, or ordinary course in the same manner as otherwise provided in this Agreement, since November 30, 2007, heretofore conducted; (ii) there has not been: (a) been any NEON Material Adverse Effect on the Company or its SubsidiaryEffect; (iii) NEON has not (A) declared, (b) any declaration, setting set aside or payment of paid any dividend on, dividends or other distribution (whether in cash cash, stock or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s its capital stock; (B) split, combined or reclassified any of its Subsidiary’s membership interests, capital stock or issued or authorized any issuance of any other securities in respect of, in lieu of the Company or in substitution for shares of, its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (div) NEON has not changed its methods of accounting for financial accounting or tax purposes in any granting by manner that could be reasonably expected to have a significant adverse effect on its financial statements; (v) NEON has not made or revoked any material express or deemed election relating to Taxes; and (vi) neither NEON nor any of its Subsidiaries has (A) waived in writing any material rights, (B) suffered any extraordinary loss or extraordinary losses (as defined in Opinion No. 30 of the Company Accounting Principles Board of the American Institute of Certified Public Accountants and any amendments or interpretations thereof) which could reasonably be expected to have a NEON Material Adverse Effect, (C)(1) granted any severance or termination payment, (2) entered into any employment, deferred compensation, consulting, severance, indemnification, change in control, retention or other similar agreement or arrangement, (3) increased any compensation or benefits payable or to become payable under any existing severance or termination pay policy or employment, deferred compensation, stock loan, consulting, severance, change in control, retention or other similar agreement or arrangement, or (4) increased the compensation, bonus, incentive or other benefits payable to (or to become payable to) former or current directors, officers, employees or consultants of NEON or any of its Subsidiary of any Subsidiaries, other than an increase in compensation annual salary or fringe benefits, except for normal increases of cash compensation hourly wage rates granted to current employees (other than officers) in the ordinary course of business consistent with past practicebusiness, or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entityotherwise not material, (fD) made or agreed to make any increase in any NEON Plan or adopt a new employee benefit plan, which in either case could result in a material change by the Company or its Subsidiary increase in its accounting methods, principles or practicesliability to NEON, (gE) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of businessbusiness or as otherwise not material, sold or transferred any of the assets of NEON or its Subsidiaries, or (xF) made any agreement, whether written capital expenditures in respect of its business or oral, operations not in the ordinary course of business or otherwise material. NEON and its Subsidiaries have not agreed or committed (directly or indirectly) to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globix Corp)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial StatementsChancellor SEC Documents or except as disclosed in the Chancellor Disclosure Letter, or as otherwise provided agreed to in writing after the date hereof by Capstar, or as expressly permitted by this Agreement, since November 30the date of the most recent audited financial statements included in the Chancellor SEC Documents, 2007Chancellor and its subsidiaries have conducted their business only in the ordinary course, and there has not been: been (ai) any change which could reasonably be expected to have a Chancellor Material Adverse Effect on (including as a result of the Company or its Subsidiaryconsummation of the transactions contemplated by this Agreement), (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Chancellor's currently outstanding capital stock or any (other securities than the payment of regular cash dividends on the Company or its Subsidiary or any optionsChancellor 7% Convertible Preferred Stock and Chancellor $3.00 Convertible Preferred Stock, warrants, calls or rights to acquire any such shares or other securitiesin each case in accordance with usual record and payment dates), (ciii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, outstanding capital stock, (div) (x) any granting by the Company Chancellor or any of its Subsidiary subsidiaries to any director, officer or other employee or independent contractor of Chancellor or any of its subsidiaries of any increase in compensation or fringe acceleration of benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practiceprior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Chancellor SEC Documents, (y) any granting by Chancellor or any of its subsidiaries to any director, officer or other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any payment by the Company or its Subsidiary change of any bonuscontrol of Chancellor, except for bonuses made in the ordinary course of business consistent with past practiceprior practice or as was required under any employment, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined agreements in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.effect as

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hicks Thomas O)

Absence of Certain Changes or Events. Except as expressly contemplated by this Agreement and except as set forth in on Schedule 2.9 hereto or 5.6 hereto, since December 31, 1996, Teletrak and each of the Teletrak Subsidiaries have conducted their business only in the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007, ordinary course of business consistent with past practice and there has not been: , insofar as reasonably can be foreseen, (ai) a Teletrak Material Adverse Effect; (ii) any material change by Teletrak in its accounting methods, principles or practices; (iii) any other action or event that would have required the consent of AES pursuant to ARTICLE 6 hereof had such action or event occurred after the date of this Agreement and that could, individually or in the aggregate, reasonably be expected to result in a Teletrak Material Adverse Effect on Effect; (iv) any sale of capital stock of Teletrak or any of the Company or its Subsidiary, Teletrak Subsidiaries; (bv) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Teletrak's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, stock; (cvi) any repurchase, redemption, split, combination or reclassification of any of Teletrak's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, capital stock, ; or (dvii) (A) any granting by the Company or its Subsidiary Teletrak to any officer of Teletrak of any increase in compensation or fringe benefitscompensation, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, prior practice or any payment by as was required under employment agreements in effect as of the Company or its Subsidiary date of any bonus, except for bonuses made the most recent financial statements included in the ordinary course of business consistent with past practiceTeletrak SEC Reports, or (B) any granting by the Company or its Subsidiary Teletrak to any officer of any increase in severance or termination pay pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent financial statements included in the Teletrak SEC Reports or (C) any entry by Company or its Subsidiary Teletrak into any currently effective employment, severance, severance or termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingofficer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teletrak Advanced Technology Systems Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November June 30, 20072009, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hviii) any issuance of capital stock of the Company or its SubsidiaryParent, (iix) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Triplecrown Acquisition Corp.)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since March 31, 2004 to the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007date hereof, there has not been: (ai) any Material Adverse Effect on the Company or its Subsidiary, Interwave; (bii) any declaration, setting aside or payment of any dividend onon or bonus issue of, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestInterwave’s or any of its Subsidiaries’ capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Interwave of any of the CompanyInterwave’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company Interwave or its Subsidiary Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, ; (ciii) any consolidation, subdivision, split, combination or reclassification of any of the CompanyInterwave’s or any of its Subsidiary’s membership interests, subsidiaries’ capital stock, ; (div) any granting by the Company Interwave or any of its Subsidiary 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 Interwave or any of its Subsidiary Subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company Interwave or any of its Subsidiary Subsidiaries of any increase in severance or termination pay or any entry by Company Interwave or any of its Subsidiary subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Interwave of the nature contemplated hereby, ; (ev) entry by the Company Interwave or any of its Subsidiary Subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof2.17) other than licenses in the ordinary course of business with terms and conditions consistent with past practice practice; or (vi) entry by Interwave or any of its subsidiaries into any material amendment or consent with respect to any licensing agreement which has been filed or is required to be filed by Interwave with the Company or its Subsidiary with respect to any Governmental Entity, SEC; (fvii) any material change by the Company or its Subsidiary Interwave in its accounting methods, principles or practices, except as required by concurrent changes in GAAP; (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Interwave of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, ; (ix) any sale of assets of Interwave other than in the ordinary course of business consistent with past practice; or (x) any agreementTax election or accounting method change inconsistent with past practice, whether written agreement to pay, settlement or oralcompromise of any material Tax liability or extension or waiver of any limitation period with respect to Taxes, to do or request or negotiation for or receipt of any of the foregoingTax rulings.

Appears in 1 contract

Samples: Agreement and Plan of Amalgamation (Interwave Communications International LTD)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30, 2007the date of the most recent Parent Financial Statement, there has not been: (ai) any Material Adverse Effect on the Company or its SubsidiaryParent, (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Parent of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary Parent or any options, warrants, calls or rights to acquire any such shares or other securities, (ciii) any split, combination or reclassification of any of the CompanyParent’s or its Subsidiary’s membership interests, capital stock, (div) any granting by the Company or its Subsidiary Parent 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 its Subsidiary Parent of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary Parent of any increase in severance or termination pay or any entry by Company or its Subsidiary Parent into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Parent of the nature contemplated hereby, (ev) entry by the Company or its Subsidiary Parent into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary Parent with respect to any Governmental Entity, (fvi) any material change by the Company or its Subsidiary Parent in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (gvii) any change in the auditors of the Company or its SubsidiaryParent, (hvii) any issuance of capital stock of the Company Parent, or its Subsidiary, (iviii) any revaluation by the Company or its Subsidiary Parent of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary Parent other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Long Blockchain Corp.)

Absence of Certain Changes or Events. Except for liabilities ------------------------------------ incurred in connection with this Agreement or the transactions contemplated hereby and except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial Statements, or i-Cube SEC Documents filed and publicly available prior to the date of this Agreement (as otherwise provided in amended to the date of this Agreement, the "i-Cube Filed SEC Documents"), since November 30December 31, 20071998 i-Cube and its subsidiaries have conducted their business only in the ordinary course, and there has not been: been (a1) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.03) in i-Cube, (b2) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, i-Cube's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (c3) any split, combination or reclassification of any of i-Cube's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of i-Cube's capital stock, except for issuances of i-Cube Common Stock upon the exercise of i-Cube Stock Options under the i-Cube Stock Plans, in each case awarded prior to the date hereof in accordance with their present terms, (d4) (A) any granting by the Company i-Cube or any of its subsidiaries to any current or former director or executive officer of i-Cube or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for stock option grants listed on Schedule 3.01(g) and normal increases of in cash compensation in the ordinary course of business consistent with past practicepractice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the i-Cube Filed SEC Documents, (B) any granting by i-Cube or any payment by the Company of its subsidiaries to any such current or its Subsidiary former director, executive officer or key employee of any bonusincrease in severance or termination pay, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or (C) any entry by Company i-Cube or any of its Subsidiary into subsidiaries into, or any currently effective amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, or (D) any agreement the benefits of which are contingent amendment to, or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebymodification of, any i-Cube Stock Option, (e5) entry except insofar as may have been required by the Company or its Subsidiary into a change in generally accepted accounting principles, any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined change in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by i-Cube materially affecting its assets, liabilities or business, (g6) any change tax election that individually or in the auditors of the Company aggregate is reasonably likely to have a material adverse effect on i-Cube or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of businessany material income tax liability, or (x7) any action taken by i-Cube or any of its subsidiaries during the period from December 31, 1998 to the date of this agreement, whether written or oralthat, to do any if taken during the period from the date of this agreement through the foregoingEffective Time would constitute a breach of section 4.01(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Razorfish Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Since the Unaudited Financial Statements, or as otherwise provided in this Agreement, since November 30, 2007date of the last filed SEC Report, there has not been: (ai) any Material Adverse Effect on the Company Callisto or any of its Subsidiarysubsidiaries , (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestCallisto’s or any of its subsidiaries’ capital stock, or any purchase, redemption or other acquisition by the Company or its Subsidiary Callisto of any of the CompanyCallisto’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company Callisto or its Subsidiary subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securitiessecurities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, (ciii) any split, combination or reclassification of any of the CompanyCallisto’s or any of its Subsidiary’s membership interests, subsidiaries’ capital stock, (div) any granting by the Company Callisto or any of its Subsidiary 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 Callisto or any of its Subsidiary subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company Callisto or any of its Subsidiary subsidiaries of any increase in severance or termination pay or any entry by Company Callisto or any of its Subsidiary subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary Callisto of the nature contemplated hereby, (ev) entry by the Company Callisto or any of its Subsidiary subsidiaries into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 2.19 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by practice, and other than licenses disclosed on Section 2.19(j) of the Company or its Subsidiary with respect to any Governmental EntityCallisto Disclosure Letter, (fvi) any material change by the Company or its Subsidiary Callisto in its accounting methods, principles or practices, (g) any change except as required by concurrent changes in the auditors of the Company or its SubsidiaryGAAP, (h) any issuance of capital stock of the Company or its Subsidiary, (ivii) any revaluation by the Company or its Subsidiary Callisto of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable receivable, or (viii) any sale of assets of the Company or its Subsidiary Callisto other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Callisto Pharmaceuticals Inc)

Absence of Certain Changes or Events. Except as otherwise set forth in Schedule 2.9 hereto or in on SCHEDULE 5.08 of the Unaudited Financial Statements, or as otherwise provided in this AgreementParent Disclosure Schedule, since November June 30, 20072001 and prior to the date hereof, there has not been: been (ai) any Material Adverse Effect on event that could reasonably be expected to prevent or materially delay the Company or its Subsidiaryperformance of Parent's obligations pursuant to this Agreement and the consummation of the Merger by Parent, (bii) any material change by Parent or any Parent Subsidiary in its accounting methods, principles or practices, (iii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, the Parent Common Stock or any purchaseredemption, redemption purchase or other acquisition by the Company or its Subsidiary Parent of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other Parent's securities, (civ) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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, any increase in the compensation or any payment by the Company benefits or its Subsidiary establishment of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employmentinsurance, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiarycontrol, deferred compensation, pension, retirement, profit sharing, stock option (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value granting of capitalized inventory stock options, stock appreciation rights, performance awards or writing off notes restricted stock awards), stock purchase or accounts receivable other employee benefit plan, or any other increase in the compensation payable or to become payable to any executive officers of Parent or any Parent Subsidiary, (v) any issuance or sale by Parent or any Parent Subsidiary of assets any stock, notes, bonds or other securities other than pursuant to the exercise of the Company outstanding securities, or its Subsidiary entering into any agreement with respect thereto, (vi) any amendment to Parent's Certificate of Incorporation or bylaws, (vii) other than in the ordinary course of business, or any (x) purchase, sale, assignment or transfer of any agreementmaterial assets by Parent or any Parent Subsidiary, whether written (y) mortgage, pledge or oralthe institution of any lien, encumbrance or charge on any material assets or properties, tangible or intangible, of Parent or any Parent Subsidiary, except for liens for Taxes not yet delinquent and such other liens, encumbrances or charges which do not have, and could not reasonably be expected to do have, individually or in the aggregate, a Parent Material Adverse Effect, or (z) waiver by Parent or any Parent Subsidiary of any rights of material value or cancellation or any material debts or claims, or (viii) any entering into by Parent or any Parent Subsidiary of any transaction of a material nature other than in the foregoing.ordinary course of business, consistent with past practices. 36

Appears in 1 contract

Samples: Agreement and Plan of Merger (24/7 Media Inc)

Absence of Certain Changes or Events. Except as contemplated by this Agreement or as set forth in Schedule 2.9 hereto or the Point SEC Reports, since December 31, 2006, Point and the Point Subsidiaries have conducted their businesses only in the Unaudited Financial Statementsordinary course of business consistent with past practice, and except as set forth in the Point SEC Reports or as otherwise provided in this Agreement, since November 30, 2007on Schedule 3.8 of the Point Disclosure Schedule, there has not been: been (a) any Material Adverse Effect on the Company or its SubsidiaryPoint, (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the CompanyPoint’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (c) any split, combination or reclassification of any of Point’s capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, capital stock, (d) (i) any granting by Point or any Point Subsidiary to any current or former director, officer or employee of Point or any of the Company or its Subsidiary Point Subsidiaries of any increase in compensation compensation, bonus or fringe other 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or (ii) any granting by Point or any of the Company Point Subsidiaries to any such current or its Subsidiary former director, officer or employee of any increase in severance or termination pay or pay, (iii) any entry by Company Point or its Subsidiary into any currently effective of the Point Subsidiaries into, or any amendment of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, officer or employee, or (iv) any agreement amendment to, or modification of, any option outstanding under the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebyPoint Stock Option Plan, (e) entry any damage, destruction or loss, whether or not covered by the Company or its Subsidiary into any licensing or other agreement with regard insurance, that would be reasonably likely to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entityhave a Material Adverse Effect on Point, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Point materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change in GAAP, or (g) any change in the auditors of the Company Tax election that would be reasonably likely to have a Material Adverse Effect on Point or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingmaterial income tax liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Point Therapeutics Inc)

Absence of Certain Changes or Events. Except Since September 30, 2000, except as set forth contemplated by this Agreement or except as disclosed in Schedule 2.9 hereto the Katy SEC Reports or in this Agreement (including the Unaudited Financial Statementsschedules hereto) and except as permitted pursuant to Section 5.1, or as otherwise provided Katy and the ----------- Subsidiaries have conducted their businesses only in this Agreementthe ordinary and usual course, since November 30, 2007, and there has not been: been (ai) any Material Adverse Effect on the Company or its Subsidiary, Katy Group; (b) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash or property) in respect of, any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fii) any material change by the Company Katy or its any Subsidiary in its accounting methods, principles or practices, practices other than as required by GAAP or applicable law; (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (iiii) any revaluation by the Company Katy or its any Subsidiary of any of its their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business; (iv) any entry by Katy or any Subsidiary into any material commitment or transaction, other than in the ordinary course of business; (v) any declaration, setting aside or payment of any dividends or distributions in respect of Common Shares or any redemption, purchase or other acquisition of any of its securities or any securities of Katy or any Subsidiary, except for regular dividends not in excess of $0.075 per Common Share per quarter; (vi) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of Katy or any Subsidiary; (vii) any increase in indebtedness for borrowed money other than an increase as a result of indebtedness for borrowings incurred in the ordinary course of business; (viii) any granting of a security interest in or lien on any material property or assets of Katy or any Subsidiary, other than any such security interest or lien permitted by the Amended and Restated Credit Agreement dated as of December 11, 1998 among Katy, Bank of America National Trust and Savings Association, La Salle National Bank, and the other parties named therein (including, without limitation, such security interests or liens contemplated by the definitions of "Perfection Date" and "Permitted Liens" under that Agreement); or (xix) except as disclosed in Schedule 3.14, any agreementincrease in or ------------- establishment of any bonus, whether written insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or oralrestricted stock awards), stock purchase or other employee benefit plan or any other increase in the compensation payable or to do become payable to any officers or key employees of Katy or any Subsidiary other than those that are required under existing contractual arrangements and other than increases in base salaries in the foregoingordinary course of business.

Appears in 1 contract

Samples: Preferred Stock Purchase and Recapitalization Agreement (Katy Industries Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or in Parent SEC Reports filed prior to the Unaudited Financial Statementsdate of this Agreement, or and except as otherwise provided in contemplated by this Agreement, since November 30January 1, 20072006, there has not been: (ai) any Material Adverse Effect on the Company Parent or its Subsidiary, Merger Sub; (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in respect of, any of membership interestParent’s or Merger Sub’s capital stock, or any purchase, redemption or other acquisition by the Company Parent or its Subsidiary Merger Sub of any of the CompanyParent’s or its SubsidiaryMerger Sub’s membership interests, capital stock or any other securities of the Company Parent or its Subsidiary Merger Sub or any options, warrants, calls or rights to acquire any such shares or other securities, ; (ciii) any split, combination or reclassification of any of the CompanyParent’s or its SubsidiaryMerger Sub’s membership interests, capital stock, ; (div) any granting by the Company Parent or its Subsidiary Merger Sub 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 Parent or its Subsidiary Merger Sub of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company Parent or its Subsidiary Merger Sub of any increase in severance or termination pay or any entry by Company Parent or its Subsidiary Merger Sub into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company Parent or its Subsidiary Merger Sub of the nature contemplated hereby, ; (ev) entry by the Company Parent or its Subsidiary Merger Sub into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company Parent or its Subsidiary Merger Sub with respect to any Governmental Entity, ; (fvi) any material change by the Company Parent or its Subsidiary Merger Sub in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP; (gvii) any change in the auditors of the Company Parent or its Subsidiary, Merger Sub; (hviii) any issuance of capital stock of the Company Parent or its Subsidiary, Merger Sub; (iix) any revaluation by the Company Parent or its Subsidiary Merger Sub of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable assets or any sale of assets of the Company Parent or its Subsidiary Merger Sub other than in the ordinary course of business, or ; (x) any agreementmaterial claims, whether written suits, actions or oral, proceedings commenced or settled by Parent; or (xi) any material transaction or any other material action taken by Parent outside the ordinary course of business or inconsistent with past practices; or (xii) any agreement to do any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)

Absence of Certain Changes or Events. Except as disclosed in the Seller SEC Reports filed prior to the date of this Agreement or set forth in Schedule 2.9 hereto or in Section 2.8 of the Unaudited Financial StatementsSeller Disclosure Schedule, or as otherwise provided in since December 31, 2000 to the date of this Agreement, Seller and the Seller Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since November 30December 31, 20072000, there has not been: been (ai) any change in the financial condition, results of operations or business of Seller and any of the Seller Subsidiaries having a Material Adverse Effect on Seller or the Company or its SubsidiarySeller Subsidiaries, taken as a whole, (bii) any damage, destruction or loss (whether or not covered by insurance) with respect to any assets of Seller or any of the Seller Subsidiaries having a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole, (iii) any change by Seller in its accounting methods, principles or practices having a material effect on Seller's financial statements, (iv) any revaluation by Seller of any material portion of its assets which has a Material Adverse Effect on Seller and the Seller Subsidiaries, taken as a whole, (v) except for regular quarterly cash dividends on Seller Common Stock with usual record and payment dates, to the date of this Agreement, any declaration, setting aside or payment of any dividend ondividends or distributions in respect of shares of Seller Common Stock or any redemption, purchase or other acquisition of any of its securities or any of the securities of any Seller Subsidiary, (vi) increased the wages, salaries, compensation, pension, or other distribution (whether in cash fringe benefits or property) in respect ofperquisites payable to any executive officer, any of membership interestemployee, or director from the amount thereof in effect as of January 1, 2001 (which amounts have been previously disclosed to Company), granted any purchase, redemption severance or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securities, (c) any split, combination or reclassification of any of the Company’s or its Subsidiary’s membership interests, capital stock, (d) any granting by the Company or its Subsidiary of any increase in compensation or fringe benefits, termination pay except for normal increases of cash compensation in the ordinary course of business consistent with past practicepractices, entered into any contract to make or grant any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay pay, or paid any entry by Company bonus other than year-end bonuses for fiscal 2000 or its Subsidiary into any currently effective employmentquarter-end bonuses for the quarter ended March 31, severance, termination or indemnification agreement or any agreement 2001 (which bonuses have been previously disclosed to the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebyCompany), (evii) entry by the Company suffered any strike, work stoppage, slow-down or its Subsidiary into any licensing other labor disturbance, (viii) been a party to a collective bargaining agreement, contract or other agreement or understanding with regard to the acquisition a labor union or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of businessorganization, or (xix) had any agreement, whether written or oral, to do any of the foregoingunion organizing activities.

Appears in 1 contract

Samples: Agreement and Plan of Merger (National City Bancorporation)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial StatementsChancellor SEC Documents or except as disclosed in the Chancellor Disclosure Letter, or as otherwise provided agreed to in writing after the date hereof by Capstar, or as expressly permitted by this Agreement, since November 30the date of the most recent audited financial statements included in the Chancellor SEC Documents, 2007Chancellor and its subsidiaries have conducted their business only in the ordinary course, and there has not been: been (ai) any change which could reasonably be expected to have a Chancellor Material Adverse Effect on (including as a result of the Company or its Subsidiaryconsummation of the transactions contemplated by this Agreement), (bii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Chancellor's currently outstanding capital stock or any (other securities than the payment of regular cash dividends on the Company or its Subsidiary or any optionsChancellor 7% Convertible Preferred Stock and Chancellor $3.00 Convertible Preferred Stock, warrants, calls or rights to acquire any such shares or other securitiesin each case in accordance with usual record and payment dates), (ciii) any split, combination or reclassification of any of its outstanding capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its Subsidiary’s membership interests, outstanding capital stock, (div) (x) any granting by the Company Chancellor or any of its Subsidiary subsidiaries to any director, officer or other employee or independent contractor of Chancellor or any of its subsidiaries of any increase in compensation or fringe acceleration of benefits, except for normal increases in the ordinary course of cash compensation business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Chancellor SEC Documents, (y) any granting by Chancellor or any of its subsidiaries to any director, officer or other employee or independent contractor of any increase in, or acceleration of benefits in respect of, severance or termination pay, or pay in connection with any change of control of Chancellor, except in the ordinary course of business consistent with prior practice or as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Chancellor SEC Documents or (z) any entry by Chancellor or any of its subsidiaries into any employment, severance, change of control, or termination or similar agreement with any director, executive officer or other employee or independent contractor other than in the ordinary course of business consistent with past practicepractices, or any payment by the Company or its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated hereby, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (fv) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) any change in the auditors of the Company practices by Chancellor or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its subsidiaries materially affecting its assets, including, without limitation, writing down the value of capitalized inventory liability or writing off notes or accounts receivable or any sale of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingexcept insofar as may have been required by a change in generally accepted accounting principles.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)

Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby and except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial Statements, or Ascend SEC Documents filed and publicly available prior to the date of this Agreement (as otherwise provided in amended to the date of this Agreement, the "Ascend Filed SEC Documents"), since November September 30, 20071998, Ascend and its subsidiaries have conducted their business only in the ordinary course, and there has not been: been (a1) any Material Adverse Effect on the Company or its Subsidiarymaterial adverse change (as defined in Section 8.03) in Ascend, (b2) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, Ascend's capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesstock, (c3) any split, combination or reclassification of any of Ascend's capital stock or any issuance or the Company’s authorization of any issuance of any other securities in respect of, in lieu of or its Subsidiary’s membership interests, in substitution for shares of Ascend's capital stock, except for issuances of Ascend Common Stock upon the exercise of Ascend Stock Options under the Ascend Stock Plans, in each case awarded prior to the date hereof in accordance with their present terms, (d4) (A) any granting by the Company Ascend or any of its subsidiaries to any current or former director, executive officer or other key employee of Ascend or its Subsidiary subsidiaries of any increase in compensation compensation, bonus or fringe other benefits, except for normal increases of in cash compensation in the ordinary course of business consistent with past practicepractice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements included in the Ascend Filed SEC Documents, (B) any granting by Ascend or any payment by the Company of its subsidiaries to any such current or its Subsidiary former director, executive officer or key employee of any bonusincrease in severance or termination pay, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or (C) any entry by Company Ascend or any of its Subsidiary into subsidiaries into, or any currently effective amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or key employee, or (D) any agreement the benefits of which are contingent amendment to, or the terms of which are materially altered upon the occurrence of a transaction involving the Company or its Subsidiary of the nature contemplated herebymodification of, any Ascend Stock Option, (e5) entry except insofar as may have been required by the Company or its Subsidiary into a change in generally accepted accounting principles, any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined change in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practicespractices by Ascend materially affecting its assets, liabilities or business or (g6) any change tax election that individually or in the auditors of the Company aggregate is reasonably likely to have a material adverse effect on Ascend or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Subsidiary of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable tax attributes or any sale settlement or compromise of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingmaterial income tax liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lucent Technologies Inc)

Absence of Certain Changes or Events. Except as set forth in Schedule 2.9 hereto or disclosed in the Unaudited Financial Statements, Lexford SEC Documents or as otherwise provided in this AgreementSchedule 2.7 to the Lexford Disclosure Letter, since November 30the date of the most recent audited financial statements included in the Lexford SEC Documents (the "Lexford Financial Statement Date") Lexford and the Lexford Subsidiaries have conducted their business only in the ordinary course (taking into account prior practices, 2007, including the acquisition of properties and issuance of securities) and there has not been: been (a) any material adverse change in the business, financial condition or results of operations of Lexford and the Lexford Subsidiaries taken as a whole (a "Lexford Material Adverse Effect on Change"), nor has there been any occurrence or circumstance that with the Company or its Subsidiarypassage of time would reasonably be expected to result in a Lexford Material Adverse Change, (b) except for regular quarterly distributions (in the case of Lexford) not in excess of $0.4325 per Lexford Common Share with customary record and payment dates, any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash cash, stock or property) in with respect of, to any of membership interest, or any purchase, redemption or other acquisition by the Company or its Subsidiary of any of the Company’s or its Subsidiary’s membership interests, capital stock or any other securities of the Company or its Subsidiary or any options, warrants, calls or rights to acquire any such shares or other securitiesLexford Shares, (c) any split, combination or reclassification of any Lexford Shares or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the Company’s right to acquire by exchange or exercise, shares of its Subsidiary’s membership interestsbeneficial interest or any issuance of an ownership interest in, capital stockany Lexford Subsidiary except as contemplated by this Agreement, (d) any granting damage, destruction or loss, whether or not covered by the Company insurance, that has or its Subsidiary 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 its Subsidiary of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or its Subsidiary of any increase in severance or termination pay or any entry by Company or its Subsidiary into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of would have a transaction involving the Company or its Subsidiary of the nature contemplated herebyLexford Material Adverse Effect, (e) entry by the Company or its Subsidiary into any licensing or other agreement with regard change made prior to the acquisition or disposition date of any Intellectual Property (as defined this Agreement in Section 2.21 hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by the Company or its Subsidiary with respect to any Governmental Entity, (f) any material change by the Company or its Subsidiary in its accounting methods, principles or practices, (g) practices by Lexford or any change in the auditors of the Company or its Subsidiary, (h) any issuance of capital stock of the Company or its Subsidiary, (i) any revaluation by the Company or its Lexford Subsidiary of any of materially affecting its assets, includingliabilities or business, without limitationexcept insofar as may have been disclosed in Lexford SEC Documents or required by a change in GAAP or (f) any amendment of any employment, writing down the value of capitalized inventory or writing off notes or accounts receivable consulting, severance, retention or any sale other agreement between Lexford and any officer or trustee of assets of the Company or its Subsidiary other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoingLexford.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Equity Residential Properties Trust)

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