Common use of Certain Material Changes Clause in Contracts

Certain Material Changes. Since August 31, 2007, and prior to the date hereof, Company and Company Sub have conducted their businesses in the ordinary course consistent with past practice, except for the negotiation of and entry into this Agreement and except for the Restructuring and the Spin Off. Except as set forth on Section 4.17 of the Company Disclosure Letter, since August 31, 2007 there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in methods of accounting or accounting practices, business, or manner of conducting business, of Company or Company Sub or any other event or development that has had or would have, individually or in the aggregate, a Material Adverse Effect; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) to any property of Company or its Subsidiaries that has had or would have a Material Adverse Effect; (c) any amendment, modification or termination of any existing, or entry into any new Contract or permit that has had or would have a Material Adverse Effect; (d) any disposition by Company or Company Sub of an asset the lack of which has had or would have a Material Adverse Effect; or (e) any direct or indirect redemption, purchase or other acquisition by Company of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for the declaration by the Board of Directors of Company of a semi-annual cash dividend, payable on December 19, 2007 to Company stockholders of record as of December 5, 2007 and the subsequent payment of such dividends).

Certain Material Changes. Since August March 31, 2007, 2006 and prior to the date hereof, Company and Company Sub have has conducted their businesses its business in the ordinary course consistent with past practice, except for the negotiation of and entry into this Agreement and except for the Restructuring and the Spin OffAgreement. Except as set forth on Section 4.17 of the Company Disclosure Letter, since August March 31, 2007 2006 there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in methods of accounting or accounting practices, business, or manner of conducting business, of Company or Company Sub or any other event or development that has had or would have, individually or in the aggregate, a Material Adverse Effect; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) to any property of Company or its Subsidiaries that has had or would have a Material Adverse Effect; (c) any amendment, modification or termination of any existing, or entry into any new Contract or permit that has had or would have a Material Adverse Effect; (d) any disposition by Company or Company Sub of an asset the lack of which has had or would have a Material Adverse Effect; or (e) any direct or indirect redemption, purchase or other acquisition by Company of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Company Stock whether consisting of money, other personal property, real property or other things of value (except for the declaration by the Board of Directors of Company of a semi-annual regular quarterly cash dividenddividends of seven cents per share of Company Stock, payable on December 19June 9, 2007 2006 and September 8, 2006 to Company stockholders of record as of December 5May 26, 2007 2006 and August 25, 2006, respectively, and the subsequent payment of such dividends).