Certain Changes or Events. Since September 30, 1998, the Business has been operated only in the ordinary course, consistent with past practice of the Business, and in addition to, and not in limitation of the foregoing: (i) there has been no change in the condition of the Business, except for changes in the ordinary course of business consistent with past practice which have not been, in the aggregate, materially adverse to the Business; (ii) there has been no revocation or change in any contract or permit or right to do business, and, to the best knowledge of the Company, no change of Laws which has resulted, or could reasonably be expected to result, in a material adverse change in the condition of the Business; (iii) the Company has not authorized or made any distributions of, or declared or paid any dividends, upon or with respect to any of the capital stock of the Company, 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) the Company has not entered into any transaction with a value in excess of $50,000 or other material transaction, other than in the ordinary course of business and consistent with past practice; (v) the Company has not incurred any indebtedness for borrowed money or made any loans or advances to any person except for convertible debentures incurred and subsequently converted to Common Shares of the Company on or prior to the date hereof; (vi) there has been no waiver by the Company of a valuable right or of a material debt owed to it, including any right or indebtedness with a value in excess of $50,000; (vii) the Company has not failed to satisfy or discharge any Lien; (viii) there has not been any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects of the Business; (ix) there has not been any material change in any compensation arrangement (including, without limitation, benefits) or agreement with any employee or consultant of the Company; (x) there has not been any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets related to the Business; (xi) there has not been any resignation or termination of employment of any key officer or employee or consultant of the Company and the Company does not know of the impending resignation or termination of employment of any such...
Certain Changes or Events. Except as set forth in Section 4.8 of the Company Disclosure Schedule, between the Balance Sheet Date and the date of this Agreement, there has not been, occurred or arisen:
Certain Changes or Events. From the date hereof until the ---------------------------- Closing, except as specifically provided herein or with the prior written consent of Parent and Acquisition Subsidiary, none of the Company or the Holders shall, and none of the Holders shall cause the Company to, (a) take any action to amend the Company's Articles of Incorporation or By-Laws, (b) issue, sell or otherwise dispose of any of the Company's authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Company or issue any option to acquire capital stock of the Company, or any securities convertible into or exchangeable for capital stock of the Company, (c) declare or pay any dividend or make any other distribution in cash or property on the Company's capital stock (other than dividends payable in respect of Company Preferred Stock), (d) merge or consolidate the Company with or into any corporation, (e) make or allow the Company to become liable for any wage or salary increase, bonus, profit-sharing or incentive payment to any of its officers, directors, employees or stockholders, or otherwise establish, sponsor or amend any Company Benefit Plan except as required by law or pursuant to any agreement or Company Benefit Plan disclosed on Schedule 3.19 hereto, (f) sell or otherwise dispose of or encumber any of the Company's properties or assets other than in sales or dispositions in the ordinary course of business consistent with past practice or in connection with normal repairs, renewals and replacements, (g) modify, amend or cancel any of the Company's existing leases or enter into any commitments, contracts, agreements, leases, warranties, guarantees or understandings other than in the ordinary course of business consistent with past practice, (h) fail to operate the Business in the customary manner and in the ordinary and regular course of business consistent with past practice and to maintain in good condition the Company's business premises, plant, fixtures, furniture and equipment, reasonable wear and tear excepted, (i) cancel or compromise any debt or claim related to the Company's assets, other than in the ordinary course of business, (j) waive or release any rights of value relating to the Company's assets, other than in the ordinary course of business, (k) transfer or grant any rights in or under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, service marks, brand marks, brand names or copyrights, or...
Certain Changes or Events. As to TARGET between Effective Date and the Closing:
Certain Changes or Events. As to BUYER:
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. 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. From the date hereof until the Closing or the termination of this Agreement pursuant to Article VIII, except with the prior written consent of Parent or except as set forth in Section 6.03 of the Company Disclosure Schedule, the Company shall not, and shall cause the Company Subsidiaries not to:
Certain Changes or Events. From the date hereof until the Closing, except with the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or except as set forth on Section 5.03 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries and the Affiliated Medical Practices not to:
Certain Changes or Events. Except as contemplated by this Agreement, between the Balance Sheet Date and the date of this Agreement, there has not been, occurred or arisen:
