Changes or Events. Since Process's last balance sheet as disclosed in its SEC Filings: 4.14.01. There has been no event or condition affecting Process which would have a Material Adverse Effect on Process. 4.14.02. Process has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of Process Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of Process, except preferred stock. 4.14.03. Process has not had any changes in its condition (financial or otherwise), liabilities, assets, or business or in any of its business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect. 4.14.04. Process has not experienced any destruction of, damage to, or loss of any asset (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect. 4.14.05. Process has not made any changes in accounting methods or practices (including, without limitation, any change depreciation or amortization policies or rates), except for any such changes as were required by law. 4.14.06. Other than in the ordinary course of business, Process has not increased the salary or other compensation payable or to become payable by Process to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by Process of a bonus or other additional salary or compensation to any such person. 4.14.07. Process has not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; 4.14.08. No party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $5,000 to which Process is a party; 4.14.09. Process has not made any loans to any person or entity, or guaranteed any loan; 4.14.10. To the Knowledge of Process and Process Shareholders, Process has not suffered any loss or any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by Process which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect; 4.14.11. Process has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; 4.14.12. Process has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations; 4.14.13. Process has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business; 4.14.14. Process has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and 4.14.15. Process has not made any agreement to do any of the things described in the preceding clauses 4.14.01 through 4.14.15.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Process Technology Systems Inc)
Changes or Events. Since Process's last balance sheet as disclosed in its SEC Filingsthe Company Last Balance Sheet Date:
4.14.013.16.01. There has been no event or condition affecting Process the Company which would have a Material Adverse Effect on Processthe Company.
4.14.023.16.02. Process The Company has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of Process the Company Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of Process, except preferred stockthe Company.
4.14.033.16.03. Process The Company has not had any changes in its condition (financial or otherwise), liabilities, assets, or business or in any of its business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
4.14.043.16.04. Process The Company has not experienced any destruction of, damage to, or loss of any asset (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
4.14.053.16.05. Process The Company has not made any changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates), except for any such changes as were required by law.
4.14.063.16.06. Other than in the ordinary course of business, Process the Company has not increased the salary or other compensation payable or to become payable by Process the Company to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by Process the Company of a bonus or other additional salary or compensation to any such person.
4.14.073.16.07. Process The Company has not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the ordinary course of business;
4.14.083.16.08. No party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $5,000 25,000 to which Process the Company is a party;
4.14.093.16.09. Process The Company has not made any loans to any person or entity, or guaranteed any loan;
4.14.103.16.10. To the Knowledge of Process and Process Shareholdersthe Company, Process the Company has not suffered any loss or any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by Process the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect;
4.14.113.16.11. Process The Company has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it;
4.14.123.16.12. Process The Company has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations;
4.14.133.16.13. Process The Company has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business;
4.14.143.16.14. Process The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Company;
3.16.15. The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and
4.14.153.16.16. Process The Company has not made any agreement to do any of the things described in the preceding clauses 4.14.01 3.16.01 through 4.14.153.16.15.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Process Technology Systems Inc)
Changes or Events. Since Process's last balance sheet as disclosed in its SEC Filingsthe Company Last Balance Sheet Date:
4.14.013.16.01. There has been no event or condition affecting Process the Company which would have a Material Adverse Effect on Processthe Company.
4.14.023.16.02. Process The Company has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of Process the Company Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of Process, except preferred stockthe Company.
4.14.033.16.03. Process The Company has not had any changes in its condition (financial or otherwise), liabilities, assets, or business or in any of its business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregateaggre-gate, might reasonably be expected to have a Material Adverse Effect.
4.14.043.16.04. Process The Company has not experienced any destruction of, damage to, or loss of any asset (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
4.14.053.16.05. Process The Company has not made any changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates), except for any such changes as were required by law.
4.14.063.16.06. Other than in the ordinary course of business, Process the Company has not increased the salary or other compensation payable or to become payable by Process the Company to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment pay-ment by Process the Company of a bonus or other additional salary or compensation to any such person.
4.14.073.16.07. Process The Company has not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the ordinary course of business;
4.14.083.16.08. No party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $5,000 25,000 to which Process the Company is a party;
4.14.093.16.09. Process The Company has not made any loans to any person or entity, or guaranteed any loan;
4.14.103.16.10. To the Knowledge of Process and Process Shareholdersthe Company, Process the Company has not suffered any loss or any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by Process the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect;
4.14.113.16.11. Process The Company has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services ser-vices of its employees and to preserve its goodwill and relationships with suppliers, creditors, customerscus-tomers, and others having business relationships with it;
4.14.123.16.12. Process The Company has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations;
4.14.133.16.13. Process The Company has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business;
4.14.143.16.14. Process The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Company;
3.16.15. The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and
4.14.153.16.16. Process The Company has not made any agreement to do any of the things described in the preceding clauses 4.14.01 3.16.01 through 4.14.153.16.15.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Dragon Gold Resources, Inc.)
Changes or Events. Since Process's last balance sheet as disclosed in its SEC Filings:the Company Last Balance Sheet Date: -------------------
4.14.013.16.01. There has been no event or condition affecting Process the Company which would have a Material Adverse Effect on Processthe Company.
4.14.023.16.02. Process The Company has not authorized, declared, paid or effected any dividend or liquidation or other distribution in respect of Process the Company Stock or other equity interest or any direct or indirect redemption, purchase or other acquisition of any equity interest of Process, except preferred stockthe Company.
4.14.033.16.03. Process The Company has not had any changes in its condition (financial or otherwise), liabilities, assets, or business or in any of its business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
4.14.043.16.04. Process The Company has not experienced any destruction of, damage to, or loss of any asset (regardless of whether covered by insurance) that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
4.14.053.16.05. Process The Company has not experienced any labor disputes that, when considered individually or in the aggregate, might reasonably be expected to have a Material Adverse Effect.
3.16.06. The Company has not made any changes in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates), except for any such changes as were required by law.
4.14.063.16.07. The Company has not accepted a purchase order or quotation, arrangement or understanding for future sale of the products or services of the Company out of the ordinary course of business, which the Company expects will not be profitable.
3.16.08. Other than in the ordinary course of business, Process the Company has not increased the salary or other compensation payable or to become payable by Process the Company to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by Process the Company of a bonus or other additional salary or compensation to any such person.
4.14.073.16.09. Process The Company has not sold, leased, transferred, or assigned any of their assets, tangible or intangible, other than for a fair consideration in the ordinary course of business;
4.14.083.16.10. No party has accelerated, terminated, modified or cancelled any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $5,000 to which Process the Company is a party;
4.14.093.16.11. Process The Company has not made any loans to any person or entity, or guaranteed any loan;
4.14.103.16.12. The Company has not waived or released any right or claim of the Company;
3.16.13. To the Knowledge of Process and Process Shareholdersthe Company or the Stockholders, Process the Company has not suffered any loss or any threatened loss of any permit, license, qualification, special charter or certificate of authority held or enjoyed or formerly held or enjoyed by Process the Company which loss has had or upon occurrence might reasonably be expected to have a Material Adverse Effect;
4.14.113.16.14. Process The Company has operated its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it;
4.14.123.16.15. Process The Company has not issued any note, bond or other debt security or created, incurred or assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligations;
4.14.133.16.16. Process The Company has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of business;
4.14.143.16.17. Process The Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property owned or licensed by the Company;
3.16.18. The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the ordinary course of business; and
4.14.153.16.19. Process The Company has not made any agreement to do any of the things described in the preceding clauses 4.14.01 3.16.01 through 4.14.153.16.18.
Appears in 1 contract
Sources: Stock Purchase Agreement (Sportan United Industries Inc)