Common use of Changes, Dividends, etc Clause in Contracts

Changes, Dividends, etc. Since the Balance Sheet Date, Xxxxxxxxxx has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxx; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxx; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since June 30, 2000 and except as set forth in the Company's reports filed under federal securities laws, the Company has not: (ai) incurred any material debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any material obligation or liability other than, or discharged or satisfied any material liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its material assets, tangible or intangible, except in the ordinary course of businessbusiness pursuant to borrowing arrangements with financial institutions; (ev) sold, transferred or leased any of its material assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees or directors), warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1x) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any material cash bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (mxi) agreed to do any of the foregoing other than pursuant hereto. There Except as set forth in the Company's reports filed under the securities laws, there has been no material adverse change in the financial condition, operations, results of operations operations, business or business prospects of Xxxxxxxxxx the Company since the Balance Sheet DateJune 30, 2000.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement or transactions disclosed to the Company's Board of Directors prior to the date of this Agreement, since the Balance Sheet Date, Xxxxxxxxxx the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become duecontingent, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, securing current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ed) sold, transferred or leased any of its assets except in the ordinary course of business; (fe) canceled or compromised any debt or claim, or waived or released any right of material value; (gf) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hg) entered into any transaction other than in the ordinary course of business; (ih) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1i) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (mj) agreed to do any of the foregoing other than pursuant hereto. There Except as disclosed to the Company's Board of Directors there has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date. For all purposes under this Agreement, "disclosed to the Company's Board of Directors" shall mean discussed in a duly convened Board meeting or reflected in written actions of the Board in lieu thereof.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx and except as set forth on Schedule 3.i. hereto, since the date of the Financial Statements the Corporation has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Corporation; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, securing current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt owed to the Corporation, or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Corporation; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by or disclosed pursuant to this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx Material Adverse Effect since the Balance Sheet Datedate of the Financial Statements.

Changes, Dividends, etc. Since the Balance Sheet Latest Financial Date, Xxxxxxxxxx the Company has not: (ai) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (hvii) entered into any transaction other than in the ordinary course of business; (iviii) encountered any labor difficulties or labor union organizing activities; (jix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreementagreement; (kx) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (mxii) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement (including the Amended and Restated Employment Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇ contemplated by Section 7A.11), since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: : (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement, since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1l) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the transactions contemplated by this Agreement, since the Balance Sheet Date, Xxxxxxxxxx Date the Company has not: (a) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (b) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (c) declared or made any payment or distribution to its stockholders as such, or purchased or redeemed any of its shares of capital stock or other securities, or obligated itself to do so; (d) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (e) sold, transferred or leased any of its assets except in the ordinary course of business; (f) canceled cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (i) encountered any labor difficulties or labor union organizing activities; (j) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto other than as contemplated by this Agreement; (k) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (1) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (m) agreed to do any of the foregoing other than pursuant hereto. There has been no material adverse change in the financial condition, operations, results of operations or business of Xxxxxxxxxx the Company since the Balance Sheet Date.

Changes, Dividends, etc. Since Except for the Balance Sheet Datetransactions contemplated by this Agreement, Xxxxxxxxxx since December 31, 1999 and except as set forth in Exhibit B or the Company's reports filed under federal securities laws, the Company has not: (ai) incurred any material debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business, business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Xxxxxxxxxxthe Company; (bii) paid any material obligation or liability other than, or discharged or satisfied any material liens or encumbrances other than those securing, current liabilities, in each case in the ordinary course of business; (ciii) declared or made any payment to or distribution to its stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock or other securitiesstock, or obligated itself to do so; (div) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its material assets, tangible or intangible, except in the ordinary course of business; (ev) sold, transferred or leased any of its material assets except in the ordinary course of business; (f) canceled or compromised any debt or claim, or waived or released any right of material value; (gvi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Xxxxxxxxxxthe Company; (h) entered into any transaction other than in the ordinary course of business; (ivii) encountered any labor difficulties or labor union organizing activities; (jviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees or directors), warrants warrants, or other purchase rights with respect thereto other than as contemplated by pursuant to this Agreement; (kix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (1x) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any material cash bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (mxi) agreed to do any of the foregoing other than pursuant hereto. There Except as set forth in Exhibit B, there has been no material adverse change in the financial condition, operations, results of operations operations, business or business prospects of Xxxxxxxxxx the Company since the Balance Sheet DateDecember 31, 1999.