Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been:
Absence of Changes. Except as set forth in Part 2.5 of the Disclosure Schedule, since December 31, 1999:
Absence of Changes. Since the Balance Sheet Date, the Company has conducted its operations in the ordinary course of business and, except as set forth on SCHEDULE 2.19, there has not been:
Absence of Changes. Since the Pubco Accounting Date, except as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not:
Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been:
Absence of Changes. To the best of their knowledge and belief, since the date of the Financial Statements, the Parties have conducted their businesses in the ordinary course and there has not been: (i) any Material Adverse Effect on the business, financial condition, liabilities, or assets of the Parties or any development or combination of developments of which management of the Parties has knowledge which is reasonably likely to result in such an effect; (ii) any damage, destruction, or loss, whether or not covered by insurance, having a Material Adverse Effect on the Parties; (iii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, or property) with respect to the capital stock of the Parties; (iv) any increase or change in the compensation or benefits payable or to become payable by the Parties to any of their employees, except in the ordinary course of business consistent with past practice; (v) any sale, lease, assignment, disposition, or abandonment of a material amount of property of the Parties, except in the ordinary course of business; (vi) any increase or modification in any bonus, pension, insurance, or other employee benefit plan, payment, or arrangement made to, for, or with any of their employees; (vii) the granting of stock options, restricted stock awards, stock bonuses, stock appreciation rights, and similar equity based awards; (viii) any resignation or termination of employment of any office of the Parties; and the Parties, to the best of their knowledge, do not know of the impending resignation or termination of employment of any such office; (ix) any merger or consolidation with another entity, or acquisition of assets from another entity except in the ordinary course of business; (x) any loan or advance by the Parties to any person or entity, or guaranty by the Parties of any loan or advance; (xi) any amendment or termination of any contract, agreement, or license to which any of the Parties is a party, except in the ordinary course of business; (xii) any mortgage, pledge, or other encumbrance of any asset of any of the Parties; (xiii) any waiver or release of any right or claim of the Parties, except in the ordinary course of business; (xiv) any write off as uncollectible any note or account receivable or portion thereof; or (xv) any agreement by any of the Parties to do any of the things described in this Section 2.1.9. 2.1.10
Absence of Changes. 19 5.25 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY............................20 5.26
Absence of Changes. Except as set forth in Part 2.5 of the Company Disclosure Schedule, between December 31, 2004 and the date of this Agreement:
Absence of Changes. Since the Balance Sheet Date and except as provided in Schedule 3.10 there has not been: (a) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.
Absence of Changes. Since June 30, 1999, except as set forth on Schedule 4.7: (a) except for any Material Contract listed on Schedule 4.14 that was entered into after June 30, 1999, the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no material adverse change in the condition (financial or otherwise), operating results, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on or with respect to any class or series of its capital stock or equity interests, or redeemed, purchased or otherwise acquired any of its capital stock or equity interests; (e) there has been no resignation or termination of employment of any key officer or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer or employee; (f) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any material change in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there has not been any waiver by the Company of a valuable right or of a debt owed to it; (i) there has not been any material adverse change or amendment to a contract by which the Company or any of its assets or properties is bound or subject; (j) there has not been any material increase in excess of $25,000 annually in any compensation arrangement or agreement with any employee of the Company receiving compensation; (k) there have not been any events or circumstances that, individually or in the aggregate, have had a material adverse effect on the financial condition of the Company; and (l) the Company has not (i) incurred any indebtedness for money borrowed, except pursuant to the Financing Agreement and the Loan Agreement, Revolving Line of Credit from Bank One, Texas, N.A. to the Company dated June 23, 1999 (the "Bank One Agreement"), (ii) made any loans or advances to any Person, other than ordinary advances for travel expenses not exceeding $25,000, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights for consideration in excess of $25,000 in any...
