Certain Changes or Events Sample Clauses
Certain Changes or Events. Except as set forth in Schedule 4.8 of the Company Disclosure Schedule or as otherwise contemplated by this Agreement, from the Latest Balance Sheet Date to the date of this Agreement there has not been, occurred or arisen:
(a) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and its Subsidiaries, taken as a whole;
(b) any issuance of capital stock or membership interests or options, warrants, rights, or other securities convertible into or exchangeable or exercisable for shares, units or other equity or voting interest of the Company or any of its Subsidiaries;
(c) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any capital stock or membership interests of the Company or any of its Subsidiaries, or any redemption, repurchase or other acquisition by the Company or any of its Subsidiaries of any shares of capital stock or membership interests of the Company or its Subsidiaries;
(d) any sale, assignment, transfer, lease, exclusive license or other disposition, or agreement to sell, assign, transfer, lease, license or otherwise dispose of, any of the fixed assets of the Company or its Subsidiaries having a value, in any individual case, in excess of $50,000;
(e) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company or any of its Subsidiaries of any corporation, partnership or other business organization, or any division thereof, for consideration;
(f) any material change in any method of accounting or accounting practice used by the Company, other than such changes as are required by GAAP;
(g) any material Tax election (including any change in election);
(i) any entry into, or material amendment of, any employment, deferred compensation, severance, retention, change in control, termination or similar agreement by the Company or any of its Subsidiaries, other than any new employment agreement providing for normal, recurring compensation of less than $100,000 per annum; (ii) any entry into, or amendment of, any collective bargaining Contract or other Contract with any labor organization, union or association by the Company or any of its Subsidiaries; (iii) any increase in the compensation or benefits payable, or to become payable, to any Company Employee, or any officer, director or Management Committee member of the Company or any of its Subsidiaries; (iv) any action ...
Certain Changes or Events. Except as expressly contemplated by this Agreement or as disclosed in Section 2.7 of the Disclosure Schedule, since the Audited Financial Statements Date and through the date of this Agreement, the Company and SMC Group Companies have conducted its business (including, without limitation, its cash management customs and practices (e.g., collection of receivables, payment of payables, and maintenance of credit practices)) only in the Ordinary Course of Business. Since such date through the date of this Agreement, there has not been, occurred or arisen:
i) any material damage to, or destruction or loss of, any of the material assets or properties of the Company and/or SMC Group Companies other than related to information technology;
ii) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any Shares or Securities or other equity security, or any redemption, repurchase or other acquisition by the Company and/or SMC Group Companies;
iii) any sale, pledge, assignment, transfer, lease, guarantee, encumbrance, license or other disposition, or agreement to sell, pledge, assign, transfer, lease, guarantee, encumber, license or otherwise dispose of, any property, asset or interest therein of the Company and/or the SMC Group Companies otherwise than in the Ordinary Course of Business;
iv) any acquisition (by merger, consolidation or other combination, or acquisition of shares or assets or otherwise) by the Company and/or SMC Group Companies other than over INR 41 million for each such acquisition;
v) any change in any method of accounting or accounting practice used by the Company and/or SMC Group Companies, other than such changes as are required by Indian GAAP;
vi) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, share option, share purchase or other employee benefit plan (other than any such increases required under the applicable terms of any such plan or Applicable Law), or any other increase in the compensation payable or to become payable to any officers of the Company and/or SMC Group Companies, other than in the Ordinary Course of Business; vii) any issuance by the Company and/or SMC Group Companies of any Securities convertible, exchangeable or exercisable into any equity securities or warrants, options or other rights to acquire equity shares;
Certain Changes or Events. Since March 31, 2002, (i) there has been no change in the Condition of the Company, except for changes which have not been, in the aggregate, materially adverse to the Company; (ii) there has been no change of Laws (as defined in Section 3.12 hereof), no revocation or change in any Contract (as defined in Section 3.8 hereof) or Permit (as defined in Section 3.12 hereof) or right to do business, and no other event or occurrence of any character, whether or not insured against, which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of the Company; (iii) the Company has not authorized or made any distributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has the Company redeemed, purchased or otherwise acquired, or issued or sold, any of its capital stock or other equity interests; (iv) Except as set forth in Part 3.6 of Schedule 3, the Company has not entered into any material transaction, other than in the ordinary course of business and consistent with past practice; (v) except as set forth in Schedule 3 the Company has not incurred any Indebtedness for borrowed money or made any loans or advances to any Person; (vi) there has been no waiver by the Company of a material right or of a material debt owed to it; (vii) the Company has not failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of the Company (as such business is presently conducted and as it is proposed to be conducted); and (viii) there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders or Affiliate (as defined below). "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified and, as to any Person that is an individual, such individual's spouse, parents, grandparents, siblings and lineal descendants.
Certain Changes or Events. As to TARGET between Effective Date and the Closing:
4.5.1 there will have been no change in the Condition of TARGET, except for changes which have not been, in the aggregate, materially adverse to TARGET;
4.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of TARGET;
4.5.3 TARGET will not authorize or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, nor will TARGET have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock;
4.5.4 TARGET will have not entered into any material Contract, other than in the ordinary course of business (in this Agreement, ordinary course of business means ordinary course and consistent with past practice);
4.5.5 TARGET will have not incurred any indebtedness for borrowed money or made any loans or advances to any Person, other than as disclosed on the TARGET Financial Statements;
4.5.6 there will have been no waiver by TARGET of a material right or of a material debt owed to TARGET;
4.5.7 TARGET will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of TARGET; and
4.5.8 there will not have been any material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of TARGET.
4.5.9 the Parties acknowledge that TARGET is in the process of moving its production facility from California to the Salt Lake City Area to reduce costs and at the time of the execution of the Agreement production has ceased while the TARGET is executing minimal sales from inventory.
Certain Changes or Events. As to BUYER:
5.5.1 there will have been no change in the Condition of BUYER, except for changes which have not been, in the aggregate, materially adverse to BUYER;
5.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER;
5.5.3 BUYER will not authorize or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders and as disclosed to the SEC.;
5.5.4 BUYER is a public Company engaged in acquiring a number of Micro-Brands a well as deploying its proprietary technology under license to other retailers. This transaction is consistent with the purpose of the BUYER.
5.5.5 BUYER will have not incurred any indebtedness for borrowed money or made any loans or advances that encumber the Target without the express permission of SELLERS now or during the Standby Period;
5.5.6 there will have been no waiver by BUYER of a material right or of a material debt owed to BUYER;
5.5.7 BUYER will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYER; and
5.5.8 there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of BUYER that effects SELLER or TARGET.
Certain Changes or Events. Since the Balance Sheet Date, except as set forth in Section 4.8(a) of the Company Disclosure Schedule, the Company has conducted the Business in the ordinary course consistent with past practice, and there has not been any event or development that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Certain Changes or Events. Between the Balance Sheet Date and the date of this Agreement:
(a) the Acquired Companies have conducted the Business in the ordinary course consistent with past practice;
(b) there has not been any event that has had or would reasonably be expected to have a Material Adverse Effect;
(c) no Acquired Company has issued, sold, pledged or disposed of (i) any capital stock (or other equity equivalents), except for issuances of Common Stock upon exercises of Company Options, or (ii) any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obliging any of the Acquired Companies to issue, transfer, deliver or sell any of its capital stock (or other equity equivalents);
(d) no Acquired Company has declared, set aside or paid any dividend, or made any other distribution or capital return in respect of any shares of its capital stock (or other equity equivalents), or reclassified, combined, split, subdivided, redeemed, repurchased or otherwise reacquired, directly or indirectly, any shares of its capital stock (or other equity equivalents) or otherwise made any other changes with respect to its capital structure;
(e) no Acquired Company has sold, exchanged, assigned, transferred, leased, licensed or otherwise disposed of, or agreed to sell, assign, exchange, transfer, lease, license or otherwise dispose of, any Business Assets, except in the ordinary course of business consistent with past practice;
(f) no Acquired Company has authorized, proposed, or announced an intention to authorize or propose, entered into any agreements with respect to, or consummated any mergers, consolidations or other business combinations, or material acquisitions of assets (other than purchase of inventory in the ordinary course of business), stock, or other securities of any Person;
(g) no Acquired Company has made any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by an Acquired Company, other than such changes as are required by GAAP or Tax Law, as applicable;
(h) no Acquired Company has (i) entered into or amended any employment, deferred compensation, severance or similar agreement, except any agreement with any non-U.S. employee providing for payments of less than $150,000 per annum; (ii) increased compensation payable, or to become payable, by an Acquired Company to any directors, officers or employees of an Acquired Company (other than increases made in the ordinary course of bus...
Certain Changes or Events. Since September 30, 2007 and prior to the date hereof, except as expressly contemplated by this Agreement, (i) the Company and the Subsidiaries have conducted their businesses only in the ordinary course of business and in a manner consistent with past practice, and (ii) neither the Company nor any Subsidiary has: (A) suffered any damage, destruction or loss (regardless of whether covered by insurance), other than in the ordinary course of business, that has had or would be reasonably expected to have a Material Adverse Effect; or (B) taken any action that would be prohibited by Section 5.01 if taken after the date hereof.
Certain Changes or Events. Between January 1, 2015 and the Effective Date, there has not been, occurred or arisen:
(a) any event or condition of any kind or character that has had a Material Adverse Effect;
(b) any amendment or modification to the Company Organizational Documents;
(c) any issuance, delivery, sale or grant of (i) shares of capital stock or other equity interests of the Company, except upon the exercise of warrants, options, rights, agreements, convertible or exchangeable securities or other commitments, (ii) any warrants, options, rights, agreements, convertible or exchangeable securities, (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, or (iv) other commitments obligating the Company to issue, sell, purchase, return or redeem any shares of capital stock or other equity interests of the Company;
(d) any declaration, setting aside or payment of any dividend, or other distribution or capital return in respect of any shares of capital stock or other equity interests of the Company, or any redemption, repurchase or other acquisition by the Company of any shares of capital stock or other equity interests of the Company;
(e) (i) any material damage, destruction or other material casualty loss (whether or not covered by insurance) affecting the Company or the assets of, or property owned, leased or otherwise used by the Company; (ii) any sale (except for inventory in the ordinary course of business consistent with past practice), lease, or disposition of any material asset of the Company; or (iii) any mortgage, pledge, or imposition of any Encumbrance (other than Permitted Encumbrances) upon, any material asset of the Company;
(f) any sale, assignment, transfer or license, or agreement to sell, assign, transfer or license, any material Intellectual Property, other than nonexclusive licenses granted in the ordinary course of business consistent with past practice;
(g) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets or otherwise) by the Company of any Person or division, or business of or equity interest in any Person, except for purchases of inventory, components or supplies in the ordinary course of business consistent with past practice;
(h) any material change in any method of financial or Tax accounting or financial or Tax accounting practice used by the Company, other than such changes as are required by GAAP or Tax law, as applicable;
(i) any material Tax el...
Certain Changes or Events. Since December 31, 1998, the business of Seller has been operated only in the ordinary course, consistent with past practice, and in addition to, and not in limitation of the foregoing: (i) there has not been any significant adverse change in the business, properties, operations, earnings, assets, liabilities, condition (financial or otherwise) or prospects (collectively, "Condition") of Seller, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to Seller; (ii) there has been no change of laws, rules or regulations applicable to Seller, or revocation or change in any contract, permit or right to do business, and no other event or occurrence of any character which has resulted, or could reasonably be expected to result, in a material adverse change in the Condition of Seller; (iii) Seller has not authorized or made any distributions, or declared or paid any dividends, upon or with respect to any of its capital stock, or other equity interests, nor has Seller redeemed, purchased or otherwise acquired, any of its capital stock or other equity interests; (iv) except as set forth on Schedule 2.1(i) attached hereto, there has been no material change in any compensation, arrangement or agreement with any employee, director, stockholder or Affiliate (as defined below); and (v) there has been no agreement or commitment by Seller to do or perform any of the acts described in this Section 2.1(i). "Affiliate" of a specified person or entity shall mean a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified.