Absence of Changes Sample Clauses
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Absence of Changes. Since the date of the Company Unaudited Interim Balance Sheet:
(a) there has not been any material adverse change in the business, condition, assets, liabilities, operations, financial performance or prospects of the Acquired Corporations taken as a whole, and no event has occurred that could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations;
(b) there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of any of the Acquired Corporations (whether or not covered by insurance);
(c) none of the Acquired Corporations has (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock, or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities;
(d) none of the Acquired Corporations has sold, issued, granted or authorized the issuance or grant of (i) any capital stock or other security (except for Company Common Stock issued upon the exercise of outstanding Company Options or Company Warrants), (ii) any option, call, warrant or right to acquire any capital stock or any other security (except for Company Options described in Part 2.3(b)(i) of the Company Disclosure Schedule), or (iii) any instrument convertible into or exchangeable for any capital stock or other security;
(e) the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of any of the Company's stock option plans, (ii) any provision of any agreement evidencing any outstanding Company Option or Company Warrant, or (iii) any restricted stock purchase agreement;
(f) except as provided in Part 2.5(f) of the Company Disclosure Schedule, there has been no amendment to the articles of incorporation, bylaws or other charter or organizational documents of any of the Acquired Corporations, and none of the Acquired Corporations has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;
(g) except as provided in Part 2.5(g) of the Company Disclosure Schedule, none of the Acquired Corporations has (i) received any Acquisition Proposal, or (ii) solicited, initiated, encouraged or induced, or provided any nonpublic information to or entered into any discussions with any Person for the purpose of solic...
Absence of Changes. Between March 4, 2005 and the date of this Agreement:
(a) there has not been any Parent Material Adverse Effect, and no event has occurred or circumstance has arisen that, in combination with any other events or circumstances, would have or would reasonably be expected to have or result in a Parent Material Adverse Effect.
(b) except for the cash dividend payable on May 23, 2005 to stockholders of record on May 2, 2005, Parent has not: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities, other than pursuant to Parent's right to repurchase restricted shares of Parent Common Stock held by an employee of Parent or any Subsidiary of Parent upon termination of such employee's employment and other than in the ordinary course of business consistent with past practices;
(c) there has been no amendment to the certificate of incorporation or bylaws of Parent, and neither Parent nor any Subsidiary of Parent has effected or been a party to any material merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;
(d) except as set forth in the Parent SEC Documents, Parent has not changed any of its methods of accounting or accounting practices in any material respect, except as required by concurrent changes in GAAP or SEC rules and regulations;
(e) except as set forth in the Parent SEC Documents, Parent has not commenced or settled any material Legal Proceeding;
(f) Parent has not incurred any material liabilities of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, except for liabilities incurred in the ordinary course of business and liabilities incurred in connection with matters referred to in the Parent SEC Documents; and
(g) Parent has not agreed or committed to take any of the actions referred to in clauses "(b)" through "(f)" above.
Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries:
(i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect;
(ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;
(iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY;
(iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice;
(v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect;
(vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates;
(vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon;
(viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights;
(ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of the ordinary course of busin...
Absence of Changes. Since June 20, 2020:
(a) the Seller has not entered into any transaction which was not in the ordinary course of business;
(b) there has been no event or occurrence that would have a Company Material Adverse Effect;
(c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially adversely affecting the business or operations of the Seller;
(d) the Seller has not declared, set aside or paid any dividend or made any distribution on its capital stock, or directly or indirectly redeemed, purchased or otherwise acquired any of its capital stock;
(e) the Seller has not increased the compensation of any of its officers, directors or agents, or the rate of pay of its employees as a group;
(f) there has been no resignation or termination of employment of any key officer or employee of the Seller, the Seller does not have a present intention to terminate the employment of any of the foregoing, and the Seller has no Knowledge of the impending resignation or termination of employment of any such officer or employee;
(g) there has been no labor dispute involving the Seller or its employees and none is pending or, to the Seller’s Knowledge, threatened;
(h) there has not been any change in the contingent obligations of the Seller, by way of guaranty, endorsement, indemnity, warranty or otherwise;
(i) there have not been any loans, advances or guarantees made by the Seller to any of its employees, officers or directors; and
(j) to the Seller’s Knowledge, there has been no other event or condition of any character pertaining to and materially adversely affecting the assets or business of the Seller.
Absence of Changes. Except in each case as set forth in Section 2.1(f) of the Disclosure Schedule, since December 31, 1998, the Company and its Subsidiaries have been operated in the ordinary course consistent with past practice and there has not been:
(i) any material adverse change in the business, assets, condition (financial or otherwise), financial position, results of operations or prospects (other than changes resulting from general economic or market conditions) of the Company and its Subsidiaries, taken as a whole;
(ii) any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by the Company or any of its Subsidiaries, other than obligations under customer contracts, current obligations and other liabilities incurred in the ordinary course of business and consistent with past practice;
(iii) any payment, discharge, satisfaction or settlement of any material claim or obligation of the Company or any of its Subsidiaries, except in the ordinary course of business and consistent with past practice;
(iv) other than regularly scheduled dividends on the Preferred Stock, any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company or any of its Subsidiaries or any direct or indirect redemption, purchase or other acquisition of any such shares;
(v) any issuance or sale, or any contract entered into for the issuance or sale, of any shares of capital stock or securities convertible into or exercisable for shares of capital stock of the Company or any of its Subsidiaries;
(vi) any sale, assignment, pledge, encumbrance, transfer or other disposition of any material asset of the Company or any of its Subsidiaries (excluding in all events sales of assets no longer useful in the operation of the business and sales of inventory to customers in the ordinary course of business consistent with past practice), or any sale, assignment, transfer or other disposition of any patents, trademarks, service marks, trade names, copyrights, licenses, franchises, know-how or any other intangible assets of the Company or any of its Subsidiaries;
(vii) any creation of any Claim on any property of the Company or any of its Subsidiaries, except for Claims created in the ordinary course of business consistent with past practice or which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect;
(viii) any write-...
Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries has:
(a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;
(b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;
(c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;
(d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;
(e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;
(f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;
(g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);
(h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;
(i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;
(j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any ...
Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not:
(a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company;
(b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business;
(c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business;
(d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets;
(e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000;
(f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies;
(g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate;
(h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions;
(i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself;
(j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice;
(k) hired, committed to hire or terminated any employee except in the ordinary course of business;
(l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or
(m) agree...
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:
(i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI or Newco;
(ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco;
(iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;
(iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newco;
(v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person;
(vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof;
(vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights;
(viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI;
(ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party;
(x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business;
(xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business.
Absence of Changes. Except as set forth on the Schedule of Exceptions, since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, earnings or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition, earnings or operations of the Company;
(b) Any resignation or termination of any key officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than immaterial advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder including, without limitation, any (i) increase in the compensation payable or to become payable by the Company to any of the Company's employees, (ii) any bonus, incentive compensation, service award or other like benefit, granted, made or accrued, contingently or otherwise, to or for the credit of the Company's employees, or (iii) any employee welfare, pension, retirement, profit-sharing or similar payment or arrangement (whether or not subject to ERISA) made or agreed to by the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which materially and adversely af...
Absence of Changes. Since December 31, 2024, (a) the Company has conducted its business only in the ordinary course of business and there have been no material transactions entered into by the Company or any of its subsidiaries (except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto); (b) no material change to any material contract or arrangement by which the Company or any of its subsidiaries is bound or to which any of its assets or properties is subject has been entered into that has not been disclosed in the SEC Reports; and (c) there has not been any other event or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect; provided, however, that none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following will be taken into account in determining whether there has been or will be, a Material Adverse Effect under this Section 3.9:
(i) any change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or any other geographic region in which the Company conducts business, provided that the Company is not disproportionately affected thereby;
(ii) general financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, provided that the Company is not disproportionately affected thereby;
(iii) any change that generally affects industries in which the Company and its subsidiaries conduct business, provided that the Company is not disproportionately affected thereby;
(iv) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural disasters, weather conditions, global pandemics, including the COVID-19 pandemic and related strains, epidemic or similar health emergency, and other force majeure events in the United States or any other location, provided that the Company is not disproportionately affected thereby;
(v) national or international political or social conditions (or changes in such conditions), whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, provided that the Company is not disproportionately affected thereby;
(vi) material changes in laws after the date of this Agreement; and
(vii) in and of itself, any material failure by the Company to meet any published or int...