Changes. Since the Statement Date, there has not been: (a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company; (b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; (c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company; (e) Any waiver by the Company of a material right or of a material debt owed to it; (f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business; (g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder; (h) Any declaration or payment of any dividend or other distribution of the assets of the Company; (i) Any labor organization activity; (j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business; (k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business; (l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; (m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or (n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 6 contracts
Sources: Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; , and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, except as disclosed in the SEC Filings;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, except for a November 11, 2000 dividend on the Series D Preferred Stock;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; or;
(n) Any arrangements any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(p) any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 6.9.
Appears in 4 contracts
Sources: Bond Purchase Agreement, Bond Purchase Agreement (Greenlight Capital LLC), Bond Purchase Agreement (Greenlight Capital LLC)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 4 contracts
Sources: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Changes. Since Except as set forth in Section 4.10 of the Statement DateDisclosure Schedule, since the Balance Sheet Date there has not been:
(a) Any Material Adverse Effect with respect to the Company or any other change in the condition (financial or other) or properties, assets, liabilities, financial condition business, operating results or operations prospects of the Company from that reflected in the Interim Financial Statements, other than except changes in the Ordinary Course ordinary course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Companybusiness;
(b) Any resignation damage, destruction, or termination of any officer loss (whether or key employee not covered by insurance) materially and adversely affecting the properties, assets, or business of the Company; and the Company, Company as presently or proposed to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeebe conducted;
(c) Any material increase in the compensation or rate of compensation or commissions payable or to become payable by the Company to any of its directors, officers, employees, or agents, or any hiring of any employee, or any payment of any bonus, profit-sharing amount or other extraordinary compensation to any director, officer, employee, salesperson or agent, or any material change in any bonus, profit-sharing, retirement or other similar plan, agreement or arrangement or any adoption of or entry into of any new bonus, profit-sharing, group life or health insurance, or other similar plan, agreement or arrangement;
(d) Any material change in the accounting methods or practices followed by the Company;
(e) Any material debt, obligation or liability (whether absolute or contingent) incurred by the Company (whether or not presently outstanding) except current liabilities incurred, and obligations under agreements entered into, in the ordinary course of business;
(f) Any sale, lease, abandonment or other disposition by the Company of any real property or, in each case other than in the ordinary course of business, of any equipment or other operating properties or any sale, assignment, transfer, license or other disposition by the Company of any Intellectual Property or other intangible asset;
(g) Any strike or any other occurrence, event or condition of any similar character that materially and adversely affects or may materially and adversely affect the assets, properties, business or prospects of the Company, or, to the Company’s Knowledge, any labor trouble;
(h) Any change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ei) Any waiver by the Company of a material valuable right or of a material debt owed to itit except in the ordinary course of business;
(fj) Any direct or indirect loans made by the Company to any shareholdermember, employee, officer officer, or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hk) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(il) Any labor organization activity;
(j) Any debtsatisfaction or discharge of any Lien, Claim, or encumbrance or payment of any obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially business and adversely affects that is not material to the business, assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the CompanyCompany (as such business is presently conducted and proposed to be conducted);
(m) Any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(n) Any Tax election made or changed, any Tax accounting method adopted or changed, any closing agreement entered into, any Tax ruling issued, any Tax claim or assessment settled or compromised, any consent to the extension or waiver of the limitation period applicable to any Tax claim or assessment, or any right to claim a Tax refund surrendered;
(o) Any resignation or termination of employment of any officer or key employee of the Company; and the Company does not know of any impending resignation or termination of employment of any such officer or key employee;
(p) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that materially and adversely affected affects the businessbusiness (as such business is presently conducted and is proposed to be conducted), assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the Company; or
(nq) Any arrangements arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.10.
Appears in 4 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)
Changes. Since December 31, 2002, except as disclosed in any Schedule to this Agreement or to any of the Statement Dateother Transaction Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp)
Changes. Since the Statement Date, the Group has operated its business in the ordinary course consistent with its past practice, there has not beenbeen any Material Adverse Effect, and there has not been by or with respect to any Group Company:
(a) Any change in the assetsany purchase, liabilitiesacquisition, financial condition sale, lease, disposal of or operations other transfer of the Company from any assets that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which are individually or in the aggregate has had material to its business, whether tangible or is expected to have a material adverse effect on intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice, or any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, liabilities, financial condition, operations or prospects otherwise) of the Companyany business or other Person or division thereof;
(b) Any resignation any waiver, termination, settlement or termination compromise of any officer a valuable right or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeea material debt;
(c) Any any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material change Lien (other than Permitted Liens) or (2) any material indebtedness or guarantee, or the making of any material loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the contingent obligations ordinary course of business consistent with its past practice), or the Company by way making of guaranty, endorsement, indemnity, warranty any material investment or otherwisecapital contribution;
(d) Any any declaration, setting aside or payment or other distribution in respect of any equity securities, or any direct or indirect redemption, purchase or other acquisition of any equity securities;
(e) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilitiesproperties, financial condition, operations or prospects business of the any Group Company;
(mf) Any other event any material change in accounting methods or condition practices or any revaluation of any characterof its assets;
(g) except in the ordinary course of business consistent with its past practice, settlement of any material claim or assessment in respect of any taxes, or consent to the Knowledge any extension or waiver of the Company thatlimitation period applicable to any material claim or assessment in respect of any taxes, either individually entry or cumulativelychange of any tax election, has materially and adversely affected the business, assets, liabilities, financial condition, operations change of any method of accounting resulting in any amount of additional tax or prospects filing of the Companyany amended tax return;
(h) any commencement or settlement of any material legal action; or
(ni) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.12.
Appears in 3 contracts
Sources: Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD)
Changes. Since Except as disclosed in the Statement DateUnaudited Financial Statements and subject to the exceptions identified in Exhibit B, since the date of the Financial Statements there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of UniDial as shown on the Company from that reflected in balance sheet as of the date of the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, or operations or prospects of the Company;
(b) Any resignation or termination change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company UniDial by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(dc) Any damage, destruction destruction, or loss, whether or not covered by insurance, materially and adversely affecting the properties, business business, financial condition, operations or prospects or financial condition of the CompanyUniDial;
(ed) Any waiver by the Company UniDial of a material right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company UniDial to any shareholder, employee, officer officer, or director of the CompanyUniDial, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the CompanyUniDial;
(ig) Any labor organization activity;
(jh) Any debt, obligation obligation, or liability incurred, assumed or guaranteed by the CompanyUniDial, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness.
(i) Any adverse change in any material agreement to which UniDial is a party or by which it or any of its assets are bound or subject, including compensation agreements with UniDial's employees;
(kj) Any saleTo the best of the Company's knowledge, assignment any other event or transfer condition of any patentscharacter that, trademarkseither individually or cumulatively, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which has materially and adversely affects affected, or, so far as the Company may now foresee, in the future may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event For the purposes of this Section 3.6, the terms "material" or condition "materially" shall mean an affect on value of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) abovemore than $100,000.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc)
Changes. Since the Statement Dateformation of the Company (and after giving effect to consummation of the transactions contemplated by the Contribution Agreement), there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(g) Any labor organization activity related to the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; or
(nk) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 3 contracts
Sources: Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Telecom Communications Inc), Series a Preferred and Common Stock Purchase Agreement (Intermix Media, Inc.)
Changes. Since the Financial Statement Date, Date there has not been:
(a) Any 2.23.1 any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had aggregate, materially adverse;
2.23.2 any damage, destruction or is expected to have a material adverse effect on loss, whether or not covered by insurance, materially and adversely affecting the assets, liabilitiesproperties, financial condition, operations operating results, prospects or prospects business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
2.23.3 any waiver by the Company of a valuable right or of a material debt owed to it;
2.23.4 any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (b) Any as such business is presently conducted and as it is proposed to be conducted);
2.23.5 any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
2.23.6 any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
2.23.7 any sale, assignment or transfer of any patents, patent rights, trademarks, trademark applications, service marks, copyrights, copyrights registrations, trade secrets or other intangible assets;
2.23.8 any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 2.23.9 receipt of notice that there has been a loss of, or material change in the contingent obligations of the Company by way of guarantyorder cancellation by, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition any major customer of the Company;
(e) Any waiver 2.23.10 any mortgage, pledge, transfer of a security interest in, or lien, created by the Company Company, with respect to any of a its material right properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of a material debt owed to itbusiness and do not materially impair the Company’s ownership or use of such property or assets;
(f) Any direct 2.23.11 any loans or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholdermembers of their immediate families, employee, officer or director of the Companyany other person or entity, other than travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(g) Any material change in 2.23.12 any compensation arrangement or agreement with any employeedeclaration, officer, director or shareholder;
(h) Any declaration setting aside or payment of any dividend or other distribution in respect of any of the assets Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by 2.23.13 to the Company’s knowledge, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany (as such business is presently conducted); or
(n) Any arrangements 2.23.14 any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.23.
Appears in 3 contracts
Sources: Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc)
Changes. Since the Statement Date, there has not been, to the Company’s Knowledge:
(a) Any change in the assets, liabilities, financial condition condition, operating results or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, operating results or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; , and the Company, to the best Company is not aware of its Knowledge, does not know of the any impending resignation or termination of employment any officer, key employee or group of any such officer or key employeeemployees of the Company;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver or compromise by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(g) Any labor organization activity related to the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound, which materially and adversely affects the business, assets, liabilities, financial condition, operating results or operations or prospects of the Company;
(j) Any loans made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;
(k) Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(l) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due and payable;
(m) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company other than the acquisition of Common Stock by the Company pursuant to agreements that permit the Company to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of services to the Company;
(n) Any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operating results or operations or prospects of the Company; or
(np) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (LendingClub Corp), Series C Preferred Stock Purchase Agreement (LendingClub Corp)
Changes. Since the Financial Statement Date, Date there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company or its Subsidiary from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or business of the Company or its Subsidiary;
(c) any waiver by the Company or its Subsidiary of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or its Subsidiary, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company or its Subsidiary;
(e) any material change or amendment to a material contract or arrangement by which the Company or its Subsidiary or any of their respective assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of the Company or its Subsidiary;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or its Subsidiary;
(h) any resignation or termination of employment of any key officer or key employee of the Company; Company or its Subsidiary, and the Company, to the best of its Knowledge, Company does not know of the impending resignation or termination of employment of any such officer or key employee;
(ci) Any receipt of notice that there has been a loss of, or material change in the contingent obligations order cancellation by, any major customer of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityits Subsidiary;
(j) Any debtany mortgage, obligation pledge, transfer of a security interest in, or liability incurredlien, assumed or guaranteed created by the CompanyCompany or its Subsidiary, with respect to any of their respective material properties or assets, except those liens for immaterial amounts taxes not yet due or payable and for current liabilities incurred liens that arise in the Ordinary Course ordinary course of Businessbusiness and do not materially impair the Company’s or its Subsidiary’s ownership or use of such property or assets;
(k) Any saleany declaration, assignment setting aside or transfer payment or other distribution in respect of any patents, trademarks, copyrights, trade secrets of the Company’s or its Subsidiary’s capital stock or other intangible assets equity interests, or any direct or indirect redemption, purchase or other than licenses entered into in acquisition of any of such stock or other equity interests by the Ordinary Course of BusinessCompany or its Subsidiary;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of to the Company;
(m) Any ’s knowledge, any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany or its Subsidiary; or
(nm) Any arrangements any agreement or commitment by the Company or its Subsidiary to do any of the acts things described in subsection (a) through (m) abovethis Section 3.21.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Changes. Since the Statement Date, there has not been, to the Company’s Knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(g) Any labor organization activity related to the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound, which materially and adversely affects the business, assets, liabilities, financial conditioncondition or operations of the Company;
(j) Any loans made by the Company to or for the benefit of its employees, operations officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;
(k) Any resignation or termination of any executive officer or key employee of the Company, and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee;
(l) Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(m) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due and payable;
(n) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company;
(o) Any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(p) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; or
(nq) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (LendingClub Corp), Series B Preferred Stock Purchase Agreement (LendingClub Corp)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series B Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Changes. Since the Statement Dateinception, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of labor organization activity related to the Company;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(ki) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lj) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(nl) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mk) above].
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Changes. Since the Statement Balance Sheet Date and through the Agreement Date, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not had, none in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, except as would not have a Material Adverse Effect;
(c) any waiver or compromise by the Company of a valuable right or of a debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which individually or in the aggregate has had or is expected to would not have a material adverse effect on Material Adverse Effect;
(e) any change to a Material Agreement;
(f) any change in any compensation arrangement or agreement with any Key Employee, officer, director or stockholder;
(g) any sale, assignment or transfer by the assetsCompany of any patents, liabilitiestrademarks, financial conditioncopyrights, operations trade secrets or prospects of other intangible assets by the Company;
(bh) Any any resignation or termination of employment of any officer or key employee of the Company; , and the Company, to the best Company is not aware of its Knowledge, does not know of the any impending resignation or termination of employment of any such officer or key employeeany Person listed on Section 2.17(h) of the Schedule of Exceptions under the caption “Specified Persons”;
(ci) Any material any change in the a contingent obligations obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dj) Any damageany mortgage, destruction pledge, transfer of a security interest in, or losslien, whether or not covered created by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company, with respect to any of its properties or assets;
(ek) Any waiver by the Company of a material right any loans or of a material debt owed to it;
(f) Any direct or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholder, employee, officer or director members of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businesstheir immediate families;
(l) Any changes any declaration, setting aside or payment or other distribution in respect to any Applicable Contract which materially and adversely affects of the businessCompany’s capital stock, assetsor any direct or indirect redemption, liabilitiespurchase, financial condition, operations or prospects other acquisition of any of such stock by the Company;
(m) Any to the Company’s knowledge, any other event or condition of any character, to other than events affecting the Knowledge of the Company that, either individually economy or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(n) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 2 contracts
Sources: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Changes. Since the Financial Statement Date, Date there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company or its Subsidiary from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or business of the Company or its Subsidiary;
(c) any waiver by the Company or its Subsidiary of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or its Subsidiary, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company or its Subsidiary;
(e) any material change or amendment to a material contract or arrangement by which the Company or its Subsidiary or any of their respective assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of the Company or its Subsidiary;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or its Subsidiary;
(h) any resignation or termination of employment of any key officer or key employee of the Company; Company or its Subsidiary, and the Company, to the best of its Knowledge, Company does not know of the impending resignation or termination of employment of any such officer or key employee;
(ci) Any receipt of notice that there has been a loss of, or material change in the contingent obligations order cancellation by, any major customer of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityits Subsidiary;
(j) Any debtany mortgage, obligation pledge, transfer of a security interest in, or liability incurredlien, assumed or guaranteed created by the CompanyCompany or its Subsidiary, with respect to any of their respective material properties or assets, except those liens for immaterial amounts taxes not yet due or payable and for current liabilities incurred liens that arise in the Ordinary Course ordinary course of Businessbusiness and do not materially impair the Company’s or its Subsidiary’s ownership or use of such property or assets;
(k) Any saleany declaration, assignment setting aside or transfer payment or other distribution in respect of any patents, trademarks, copyrights, trade secrets of the Company’s or its Subsidiary’s capital stock or other intangible assets equity interests, or any direct or indirect redemption, purchase or other than licenses entered into in acquisition of any of such stock or other equity interests by the Ordinary Course of BusinessCompany or its Subsidiary;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of to the Company;
(m) Any ’s knowledge, any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany or its Subsidiary; or
(nm) Any arrangements any agreement or commitment by the Company or its Subsidiary to do any of the acts things described in subsection (a) through (m) abovethis Section 3.20.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company except for ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; or;
(n) Any arrangements any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(p) any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.9.
Appears in 2 contracts
Sources: Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series D Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Mercata Inc), Series C Preferred Stock Purchase Agreement (Mercata Inc)
Changes. Since the Statement Datedate of most recent financial statements, there has not been:
(a) Any any damage, destruction or loss, whether or not covered by insurance, that constitutes a Material Adverse Effect;
(b) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(c) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;
(d) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(e) any material change in the assetsany compensation arrangement or agreement with any employee, liabilitiesofficer, financial condition director or operations of stockholder;
(f) any sale, assignment or transfer by the Company from that reflected in the Financial Statementsof any patents, trademarks, copyrights, trade secrets or other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of intangible assets by the Company;
(bg) Any any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(ch) Any any material change change, except in the ordinary course of business, in a contingent obligations obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(di) Any damageany mortgage, destruction pledge, transfer of a security interest in, or losslien, whether created by the Company, with respect to any of its material properties or assets, except liens for taxes not covered yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(j) any loans or guarantees made by insurancethe Company to or for the benefit of its employees, materially officers or directors, or any members of their immediate families, other than travel advances and adversely affecting other advances made in the propertiesordinary course of its business;
(k) any declaration, business setting aside or prospects payment or financial condition other distribution in respect to any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(el) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company’s knowledge, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to other than events affecting the Knowledge of the Company that, either individually economy or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(nm) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 3.16.
Appears in 2 contracts
Sources: Share Purchase Agreement (WhiteSmoke, Inc.), Share Purchase Agreement (WhiteSmoke, Inc.)
Changes. Since Except as set forth in Schedule 3.9, since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, operations, business prospects, employee relations or operations customer or supplier relations of the Company from that reflected in the Financial StatementsLatest Balance Sheet, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations operations, business prospects, employee relations or prospects customer or supplier relations of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt or other obligation owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any redemption, repurchase, declaration or payment of any dividend or other distribution of the assets of the Company other than pursuant to agreements which have been approved by the Board and which permit the Company to repurchase shares of capital stock of the Company upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessor any material tangible assets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected or reasonably could be expected to materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any . For purposes of the acts described in this subsection (a) through (m) above), a material and adverse effect shall only be deemed to occur if its monetary impact exceeds, or with the passage of time, will exceed $100,000.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Netlibrary Inc), Series C Preferred Stock Purchase Agreement (Netlibrary Inc)
Changes. Since the Statement Dateinception of the Company's business, there ------- has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsBusiness Plan, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the any impending resignation or termination of employment of any such officer or key employee;
(ci) Any receipt of notice that there has been a loss of, or material change in the contingent obligations of the Company by way of guarantyorder cancellation by, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition any major customer of the Company;
(ej) Any waiver any mortgage, pledge, transfer of a security interest in, or lien, created by the Company Company, with respect to any of a its material right properties or of a material debt owed to itassets, except liens for taxes not yet due or payable;
(fk) Any direct any loans or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholder, employee, officer or director members of the Companytheir immediate families, other than travel advances and other advances made in the Ordinary Course ordinary course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessits business;
(l) Any changes any declaration, setting aside or payment or other distribution in respect to any Applicable Contract which materially and adversely affects of the businessCompany's capital stock, assetsor any direct or indirect redemption, liabilitiespurchase, financial condition, operations or prospects other acquisition of any of such stock by the Company;
(m) Any to the best of the Company's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, to the Knowledge properties, prospects or financial condition of the Company that, either individually or cumulatively, has materially (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is proposed to be conducted); or
(n) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Avantgo Inc), Series a Preferred Stock Purchase Agreement (Avantgo Inc)
Changes. Since the Statement Balance Sheet Date, and excluding the transactions contemplated by the Financing Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company or any Subsidiary from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Qualmark Corp), Series C Preferred Stock Purchase Agreement (Qualmark Corp)
Changes. Since the Statement Date, Date there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer officers or key employee of the Company; and the Company, to the best of its Knowledge, Company does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except for those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Myogen Inc), Series D Preferred Stock Purchase Agreement (Myogen Inc)
Changes. Since the Statement DateMarch Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Past Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich has a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity involving the Company's employees;
(j) Any debt, obligation or liability (absolute, accrued or contingent) incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment assignment, pledge or transfer of tangible assets or any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company is a party or prospects of the Company;by which it is bound which has a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Changes. Since the Statement Datedate of the Business Plan, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsBusiness Plan, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which either individually or in the aggregate has had aggregate, materially adverse;
(b) any damage, destruction or is expected to have a material adverse effect on loss, whether or not covered by insurance, materially and adversely affecting the assetsbusiness, liabilitiesproperties, prospects, or financial condition, operations or prospects condition of the Company;
(bc) Any any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best is not aware of its Knowledge, does not know of the any impending resignation or termination of employment of any such officer or key employee;
(ci) Any any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material change properties or assets, except liens for taxes not yet due or payable;
(j) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(k) any declaration, setting aside or payment or other distribution in respect to any of the Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(l) to the Company's knowledge, any other event or condition of any character that might materially and adversely affect the business, properties, prospects or financial condition of the Company;
(m) any material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dn) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyordinary; or
(no) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.16.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Zamba Corp), Series B Preferred Stock Purchase Agreement (Zamba Corp)
Changes. Since the Statement DateExcept as set forth on Schedule 4.13, since December 31, 2006 there has not been:
(a) Any any change in the assetsSpecified Assets, liabilities, financial condition or operations operating results of the Company Seller from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Specified Assets, properties, financial condition, operating results or Business of Seller;
(c) any waiver by Seller of a material right;
(d) any satisfaction or discharge of any lien, claim or Encumbrance or payment of any obligation by Seller, except in the ordinary course of business or prospects or and that is not material to the Specified Assets, properties, financial condition or operating results of Seller or the CompanyBusiness;
(e) Any waiver any material change or amendment to a Contract or arrangement by which Seller or any of the Company of a material right Specified Assets or of a material debt owed to itproperties is bound or subject;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderEmployee of Seller;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patentsIntellectual Property Rights or Intangibles, trademarksor disclosure of any proprietary or confidential information to any Person;
(h) any resignation or termination of employment of any key officer of Seller; and Seller does not know of the impending resignation or termination of employment of any such officer;
(i) any mortgage, copyrightspledge, trade secrets transfer of a security interest in, or other intangible assets other than licenses entered into lien, created by Seller, with respect to any of Seller’s properties or Assets, except liens for taxes not yet due or payable;
(j) receipt of notice that there has been a loss of any customer of Seller;
(k) any capital expenditures or commitments that were not included in Seller’s capital expenditure budget for the Ordinary Course of Businessfiscal year ending December 31, 2007;
(l) Any changes in to Seller’s knowledge, any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the businessSpecified Assets, assets, liabilitiesor the properties, financial condition, operations condition or prospects operating results of Seller or the CompanyBusiness; or
(nm) Any arrangements any agreement or commitment by the Company Seller or Seller to do any of the acts things described in subsection (a) through (m) abovethis Section 4.13.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Providence Service Corp)
Changes. Since the Statement Date, except as set forth in the Disclosure Schedule, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer officer, Key Employee (as defined in Section 3.15(a)), or key employee group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation Company or termination of employment of any such officer or key employeeSubsidiary;
(c) Any To the Company’s knowledge, any material change change, except in the ordinary course of business, in the contingent obligations of the Company or any Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any To the Company’s knowledge, any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany or any Subsidiary;
(e) Any waiver by the Company or any Subsidiary of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of the Company or any Subsidiary;
(g) To the Company’s knowledge, any labor organization activity related to the Company or any Subsidiary;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any Subsidiary, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(ki) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or any Subsidiary outside of the ordinary course of business;
(j) Any amendment to any material agreement to which the Company or any Subsidiary is a party or by which it is bound;
(k) Any declaration, setting aside or payment or other than licenses entered into distribution in respect of any of the Ordinary Course Company’s or any Subsidiary’s capital stock, or any direct or indirect redemption, purchase or other acquisition of Businessany of such stock by the Company or any Subsidiary;
(l) Any changes in Receipt of notice that there has been a loss of, or material order cancellation by, any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects major customer of the CompanyCompany or any Subsidiary;
(m) Any loans or guarantees made by the Company or any Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(n) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(o) To the Company’s knowledge, any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyresulted in a Material Adverse Effect; or
(np) Any arrangements arrangement or commitment by the Company or any Subsidiary to do any of the acts described in subsection foregoing subsections (a) through (m) aboveo).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sonim Technologies Inc), Securities Purchase Agreement (Sonim Technologies Inc)
Changes. Since the Statement Balance Sheet Date and through the Agreement Date, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not had, none in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, except as would not have a Material Adverse Effect;
(c) any waiver or compromise by the Company of a valuable right or of a debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which individually or in the aggregate has had or is expected to would not have a Material Adverse Effect;
(e) any change to a Material Agreement;
(f) any material adverse effect on change in any compensation arrangement or agreement with any Key Employee, officer, director or stockholder;
(g) any sale, assignment or transfer by the assetsCompany of any patents, liabilitiestrademarks, financial conditioncopyrights, operations trade secrets or prospects of other intangible assets by the Company;
(bh) Any any resignation or termination of employment of any officer or key employee of the Company; , and the Company, to the best Company is not aware of its Knowledge, does not know of the any impending resignation or termination of employment of any such officer or key employeeany Person listed on Section 2.17(h) of the Schedule of Exceptions under the caption “Specified Persons”;
(ci) Any any material change in the a contingent obligations obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dj) Any damageany mortgage, destruction pledge, transfer of a security interest in, or losslien, whether or not covered created by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company, with respect to any of its properties or assets;
(ek) Any waiver by the Company of a material right any loans or of a material debt owed to it;
(f) Any direct or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholder, employee, officer or director members of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businesstheir immediate families;
(l) Any changes any declaration, setting aside or payment or other distribution in respect to any Applicable Contract which materially and adversely affects of the businessCompany’s capital stock, assetsor any direct or indirect redemption, liabilitiespurchase, financial condition, operations or prospects other acquisition of any of such stock by the Company;
(m) Any to the Company’s knowledge, any other event or condition of any character, to other than events affecting the Knowledge of the Company that, either individually economy or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(n) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 2 contracts
Sources: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company or any repurchase or redemption of any outstanding security of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes issuance of any capital stock (or rights or options to acquire capital stock of the Company), other than options granted pursuant to the Company's 1995 Stock Option Plan;
(m) Any change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(mn) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Requisite Technology Inc /Co), Purchase Agreement (Requisite Technology Inc /Co)
Changes. Since the Statement Date, Date there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer officer, key employee or key employeegroup of employees;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or prospects business, operations or financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company or any direct or indirect redemption, purchase or other acquisition of the Company’s capital stock by the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current other liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement, collaboration, partnership or arrangement to which the Company is a party or by which it is bound that materially and adversely affects the business, assets, liabilities, financial condition, condition or operations or prospects of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; orCompany (as such business is presently conducted and as it is proposed to be conducted);
(n) Any arrangements satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(o) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(p) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; or
(q) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Collaborative Research Agreement (Codexis Inc), Collaborative Research Agreement (Codexis Inc)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any With the exception of the Vice President of Manufacturing, any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company except for Sanford Nacht, and the Company, to the best of its Knowledgeknowledge, does not know of the no▇ ▇▇▇▇ ▇▇ ▇▇▇ impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event Receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; or;
(n) Any arrangements mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) Any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000; or
(p) Any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 5.9.
Appears in 2 contracts
Sources: Second Series F Preferred Stock and Warrant Purchase Agreement (Halpern Denny Iii Lp), Series F Preferred Stock Purchase Agreement (Halpern Denny Iii Lp)
Changes. Since the Statement Balance Sheet Date, and excluding the transactions contemplated by the Financing Agreements, there has not been:
(aA) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;.
(bB) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(cC) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(eE) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fF) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of the Company;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(iI) Any labor organization activity;
(jJ) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kK) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany;
(lL) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(mM) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Unit Purchase Agreement (Financial Commerce Network Inc)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companythat might result in a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l1) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company is a party or prospects of the Company;by which it is bound that might result in a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described might result in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (FMC Corp)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series B Preferred Stock and Warrant Purchase Agreement (Improvenet Inc)
Changes. Since the Statement DateCompany’s incorporation, there has not been:
(a) been to the Company’s knowledge: Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) ; Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) ; Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) ; Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) ; Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) ; Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the CompanyCompany in excess of $25,000, other than advances made in the Ordinary Course ordinary course of Business;
(g) business; Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) ; Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) ; Any labor organization activity;
(j) ; Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Business;
(k) business; Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) assets; Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) ; or Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) . Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement DateJune 30, 2005 there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Companynor, to the best of its Knowledgeknowledge, does not know of the impending is any such resignation or termination of employment of any such officer or key employeeimminent;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans loan made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or.
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection subsections (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Branded Media CORP)
Changes. Since the Statement DateJune Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Past Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich has a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company, except for dividends due on the Company's Series A Preferred Stock;
(i) Any labor organization activityactivity involving the Company's employees;
(j) Any debt, obligation or liability (absolute, accrued or contingent) incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment assignment, pledge or transfer of tangible assets or any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company is a party or prospects of the Company;by which it is bound which has a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Changes. Since the Company Statement Date, the Company has conducted its business in the ordinary course consistent with past practice and there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Company Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; , and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in amounts;
(i) Any sale, transfer or lease of the Ordinary Course assets of Businessthe Company;
(j) Any physical damage, destruction or loss (whether or a Materially Adverse Effect;
(k) Any sale, assignment issuance or transfer sale of any patents, trademarks, copyrights, trade secrets shares of the capital stock or other intangible assets other than licenses entered into in securities of the Ordinary Course Company or grant of Businessany options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any changes in mortgage, pledge or lien incurred with respect to any Applicable Contract which materially and adversely affects of the business, assets, liabilities, financial condition, operations assets (tangible or prospects intangible) of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(n) Any transaction entered into by the Company other than in the ordinary course of business;
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Companyis reasonably likely to have a Materially Adverse Effect ; or
(np) Any arrangements or commitment agreement by the Company to do any of the acts things described in subsection the preceding clauses (a) through (mo) above(other than an agreement with Parent and its representatives regarding the transactions contemplated by this Agreement.)
Appears in 1 contract
Sources: Merger Agreement (Synergy 2000 Inc)
Changes. Since Except as contemplated by this Agreement, set forth on SCHEDULE 4.14 or reflected in any financial statement or note thereto referred to in Section 4.6 filed with the Statement DateCommission prior to the date hereof, since December 31, 1998, the Company and its Subsidiaries have conducted their businesses only in the ordinary and usual course, and there has not been:
(a) Any change in the assetsany change, liabilitiescondition, financial condition circumstance or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of event which individually or in the aggregate has had or is expected to would have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation other than as required by a change in generally accepted accounting principles, any change in accounting methods, principles or termination of any officer practices by the Company affecting its assets, liabilities or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeebusiness;
(c) Any material other than as required by a change in the contingent obligations of generally accepted accounting principles, any revaluation by the Company by way or any of guarantyits Subsidiaries of any of its assets, endorsementincluding without limitation, indemnity, warranty writing down the value of inventory or otherwisewriting off notes or accounts receivable other than in the ordinary course of business;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the propertiesfinancial condition, business or prospects results of operations of the Company and its Subsidiaries taken as a whole;
(e) any declaration, setting aside or financial condition payment of dividends or distributions in respect of the Shares or any redemption, purchase or other acquisition of any of its securities;
(f) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company;
(eg) Any waiver any issuance by the Company of, or commitment of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to issue, any shareholder, employee, officer shares of capital stock or director securities convertible into or exchangeable or exercisable for shares of capital stock other than pursuant to the stock option plans of the Company, other than advances made Company or the ESOP or as set forth in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder2.c. on SCHEDULE 4.3;
(h) Any declaration any increase in the benefits under, or payment the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of any dividend stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other distribution employee benefit plan, or any other increase in the compensation payable or to become payable to any Executive Officer or Senior Vice President of the assets of the CompanyCompany or any Subsidiary except as set forth in SCHEDULE 4.14;
(i) Any labor organization activity;any entry by the Company into any employment, consulting, termination or indemnification agreement with any Executive Officer or Senior Vice President of the Company or any Subsidiary or entry into any such agreement with any other person outside the ordinary course of business except as set forth in SCHEDULE 4.14; or
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment agreement by the Company to do any of the acts things described in subsection the preceding clauses (a) through (mi) aboveother than as expressly provided for herein.
Appears in 1 contract
Changes. Since During the Statement Daterelevant time period preceding this Agreement, there has have not been:
(a) Any change any material adverse changes in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsCompany, other than except such changes in the Ordinary Course ordinary course of Businessbusiness which have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or to which the Company or any of such assets or properties is subject;
f) any change in any compensation arrangement or agreement with any officer or director, or any change exceeding ten (10%) percent of the base salary of any other employee, officer, director or shareholder;
(g) to the best of Company’s knowledge, any change in any applicable laws, ordinances, or restrictions, or any judicial or administrative action, which would prevent, limit, impede, or render materially more costly the operation of Company’s business;
h) Any any declaration or payment of any dividend dividends or any distribution upon the Shares or any capital stock of Company;
i) any material indebtedness incurred for money borrowed or any other liabilities incurred, except for such payables incurred in the ordinary course of business;
j) any loans or advances to any person, other than ordinary advances for travel expenses or other distribution reimbursable employee expenses in accordance with the current policy of Company; or
k) to the assets best of the Company;
(i) Any labor organization activity;
(j) Any debt’s knowledge, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character which might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company; or
Company (n) Any arrangements or commitment by the Company as such business is presently conducted, and as it is proposed to do any of the acts described in subsection (a) through (m) abovebe conducted).
Appears in 1 contract
Changes. Since the Statement Date, there has not been:been to the Subsidiary's knowledge (other than pursuant to or in connection with this Agreement and the Related Agreements):
(a) Any change in the assets, liabilities, financial condition or operations of the Company Subsidiary from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the CompanySubsidiary;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeSubsidiary;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanySubsidiary;
(e) Any waiver by the Company Subsidiary of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of the Subsidiary;
(g) Any labor organization activity related to the Subsidiary;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer by the Subsidiary of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Subsidiary is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, condition or operations or prospects of the CompanySubsidiary;
(mj) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the CompanySubsidiary; or
(nk) Any arrangements arrangement or commitment by the Company Subsidiary to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Peerless Systems Corp)
Changes. Since the Statement Balance Sheet Date, and excluding the transactions contemplated by the Financing Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;.
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany;
(l1) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Array Biopharma Inc)
Changes. Since the Statement Date, The Balance Sheet Date there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or business of the Company (as such business is presently conducted);
(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition condition, operating results or business of the Company (as such business is presently conducted);
(d) any change, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company, in the contingent obligations of the Company by way of guaranty or any assurance of performance or payment, endorsement, indemnity, warranty, or otherwise;
(e) Any any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct any material change or indirect loans made amendment to a material contract or arrangement by which the Company to or any shareholder, employee, officer of its assets or director properties is bound or subject (including any agreement set forth on the Schedule of the Company, other than advances made in the Ordinary Course of BusinessExceptions);
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes in any Applicable Contract which materially resignation or termination of employment of any key officer of the Company; and adversely affects the businessCompany does not know of the impending resignation or termination of employment of any such officer;
(j) receipt of notice that there has been a loss of, assetsor material order cancellation by, liabilities, financial condition, operations or prospects any major customer of the Company;
(k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(m) Any other event any declaration, setting aside or condition payment of any character, to the Knowledge dividend or other distribution in respect of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects any of the Company; or's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(n) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection this Section 3.7; or
(ao) through (m) aboveany other event or condition of any character that has materially and adversely affected the business, prospects, condition, affairs, operations, properties or assets of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Kosan Biosciences Inc)
Changes. Since the Statement DateJuly 31, 1999 there has not been:
(a) Any any change in the assets, liabilities, business financial condition or operations operating results of the Company Hearing from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate aggregate, materially adverse, nor, to Hearing's knowledge, has had or is there been any event which reasonably can be expected to have a material materially adverse effect on the assets, liabilities, financial condition, operations or prospects any of the Companyforegoing;
(b) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business, financial condition, operating results or prospects of Hearing (as such business is presently conducted and as it is proposed to be conducted);
(c) any waiver by Hearing of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by Hearing, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of Hearing (as such business is presently conducted and as it is proposed to be conducted);
(e) any material change or amendment to a material contract or arrangement by which Hearing or any of its assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any officer or key employee of the CompanyHearing; and the CompanyHearing, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(ci) Any material change in the contingent obligations of the Company by way of guarantyany mortgage, endorsementpledge, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company transfer of a material right security interest in, or of a material debt owed to it;
(f) Any direct or indirect loans made lien, created by the Company Hearing, with respect to any shareholderof its material properties or assets, employee, officer except liens for taxes not yet due or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activitypayable;
(j) Any debtany loans or guarantees made by Hearing to or for the benefit of its employees, obligation officers or liability incurreddirectors, assumed or guaranteed by the Companyany members of their immediate families, except those for immaterial amounts other than travel advances and for current liabilities incurred other advances made in the Ordinary Course ordinary course of Businessits business;
(k) Any saleany declaration, assignment setting aside or transfer payment or other distribution in respect of any patentsof Hearing's capital stock, trademarksor any direct or indirect redemption, copyrights, trade secrets purchase or other intangible assets other than licenses entered into in the Ordinary Course acquisition of Business;any of such stock by Hearing; or
(l) Any changes agreed, in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations writing or prospects of the Company;
(m) Any other event or condition of any characterotherwise, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do take any of the acts described actions set forth in subsection (a) through (m) abovethis Section 2.18.
Appears in 1 contract
Sources: Investment Agreement (Misonix Inc)
Changes. Since Except as set forth in the Statement DateSEC Reports, since March 31, 2005 there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statementsor any of its Subsidiaries, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the CompanyCompany or any of its Subsidiaries;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best Company or any of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeSubsidiaries;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany or any of its Subsidiaries;
(e) Any waiver by the Company or any of its Subsidiaries of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company or any of its Subsidiaries to any shareholderstockholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(i) Any labor organization activityactivity related to the Company or any of its Subsidiaries;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company or any of its Subsidiaries is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the CompanyCompany or any of its Subsidiaries ;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the CompanyCompany or any of its Subsidiaries; or
(n) Any arrangements arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Implant Sciences Corp)
Changes. Since Except as identified in Subsection 2.15 of the Statement DateDisclosure Schedule, since the date of the most recent Financial Statements there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not caused, none of which individually or in the aggregate aggregate, a Material Adverse Effect and the business has had or is expected been carried on in the ordinary course, so as to have maintain the same as a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Companygoing concern;
(b) Any resignation any acquisition or termination disposals (or agreements to enter into an acquisition or disposal) of any officer business or key employee material asset (other than trading stock in the ordinary course of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation business carried on by it) or termination of employment of assumed any such officer or key employeematerial liability (including a contingent liability);
(c) Any any material change deterioration or downturn by comparison from the most recent Financial Statements, in the contingent obligations trading or profitability of the Company by way business as regards turnover, state of guarantyorder book, endorsement, indemnity, warranty or otherwiseexpenses and profit margins;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companythat would have a Material Adverse Effect;
(e) Any any waiver or compromise by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct any satisfaction or indirect loans made discharge of any lien, claim, or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and the satisfaction or discharge of which would not have a Material Adverse Effect;
(g) Any any material change to a material contract or agreement by which the Company or any of its assets is bound or subject, except for any material changes made to agreements that are required in order to implement the purchase of the Preferred Shares by the Purchasers;
(h) any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder nor has the Company paid any bonus or special remuneration to any of its employees, officers or directors, except as disclosed in Subsection 2.15 of the Disclosure Schedule;
(hi) Any declaration any resignation or payment termination of any dividend employment of director or other distribution of the assets executive officer or Key Employee of the Company;
(i) Any labor organization activity;
(j) Any debtany mortgage, obligation pledge, transfer of a security interest in, or liability incurredlien, assumed or guaranteed created by the Company, with respect to any of its material properties or assets, except those liens for immaterial amounts taxes not yet due or payable and for current liabilities incurred liens that arise in the Ordinary Course ordinary course of Businessbusiness and do not materially impair the Company’s ownership or use of such property or assets;
(k) Any any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(l) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(m) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into Company Intellectual Property that could reasonably be expected to result in the Ordinary Course of Businessa Material Adverse Effect;
(ln) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of to the Company;
(m) Any ’s knowledge, any other event or condition of any character, to other than events affecting the Knowledge of the Company that, either individually economy or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(no) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Subsection 2.15, other than the transactions contemplated by the Transaction Agreements.
Appears in 1 contract
Sources: Series a Preferred Share Purchase Agreement (Adaptimmune Therapeutics PLC)
Changes. Since the Statement Date, there has not been:
(a) been to the Company’s knowledge: Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) ; Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) ; Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) ; Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) ; Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) ; Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Business;
(g) business; Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) stockholder; Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) ; Any labor organization activity;
(j) ; Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Business;
(k) business; Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) assets; Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) ; Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) or Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Improvenet Inc)
Changes. Since the Statement DateExcept as set forth in attached Exhibit 4.15, since December 31, 1999, there has not been:
: (a) Any any change in the assets, liabilities, liabilities or financial condition or operations of the Company or the Subsidiaries from that reflected in the Financial Statements, other than except changes in the Ordinary Course of BusinessBusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Company;
materially adverse; (b) Any resignation or termination of any officer or key employee change in the management of the CompanyCompany or the Subsidiaries which has not been carried on in the Ordinary Course of Business; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition businesses of the Company;
Company or of the Subsidiaries, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such change; (d) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company and the Subsidiaries; (e) Any waiver any dividends or any distribution of any profits whatsoever by the Company of a material right or of a material debt owed to it;
and/or the Subsidiaries; (f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of change in the Company, 's or the Subsidiaries' accounting methods; (g) any written off debts other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
; (h) Any declaration any grant by the Company or payment any of the Subsidiaries to any officer or employee of any dividend increase in compensation in any form, or any severance or termination pay, any entering into by the Company or any Subsidiary of any employment agreement, any adoption or amendment of any collective bargaining, bonus, compensation, stock option, pension, retirement, deferred compensation or other distribution plan, agreement, trust, fund or arrangement for the benefit of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred employees other than in the Ordinary Course of Business;
; or (ki) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to character that might materially and adversely affect the Knowledge businesses or the financial condition of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described Subsidiaries. Neither the Company nor any of the Subsidiaries has entered into any Contract or made any decision except in subsection (a) through (m) above.the Ordinary Course of Business or in relation to this Agreement or the Contemplated Transactions. 27 - 27 - UNOFFICIAL ENGLISH TRANSLATION FOR INFORMATION PURPOSE ONLY. DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE
Appears in 1 contract
Sources: Share Purchase and Contribution Agreement (Nordstrom Inc)
Changes. Since To the Statement Datebest of the Company's knowledge, since December 31, 1999, there has not been:
(a) Any any adverse change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been material;
(b) any damage, none of which individually destruction or in the aggregate has had loss, whether or is expected to have a material adverse effect on not covered by insurance, adversely affecting the assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company;
(bc) Any any waiver by the Company of a valuable right or of a debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the Company;
(e) any material change or amendment to a contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee;
(g) any sale, assignment or transfer of any patents or patent applications, trademarks or trademark applications, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or, other than in connection with this transaction or in the ordinary course of business, disclosure of any proprietary confidential information to any person;
(h) any resignation or termination of employment of any key officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(ci) Any material change in the contingent obligations any declaration, payment, setting aside or other distribution of the Company by way of guarantycash or other property to its stockholders with respect to its capital stock or other equity securities (including without limitation, endorsementany warrants, indemnity, warranty options or otherwiseother rights to acquire its capital stock or other equity securities);
(dj) Any damageany mortgage, destruction pledge, transfer of a security interest in, or losslien, whether created by the Company, with respect to any of its properties or assets, except liens for taxes not covered yet due or payable;
(k) any charitable contributions or pledges by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(el) Any waiver any capital expenditures or commitments by the Company that aggregate in excess of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company$50,000;
(m) Any other event any loans or condition of any character, to the Knowledge of advances by the Company thatto, either individually guarantees by the Company for the benefit of, or cumulativelyany investments by the Company in, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects any person (including but not limited to any of the Company; or's employees, officers or directors, or any members of their immediate families), corporation, partnership, joint venture or other entity;
(n) Any any materially adverse change in the Company's relationship or arrangements with any of its suppliers or
(o) any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.15.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Skyauction Com Inc)
Changes. Since December 31, 2005, except as disclosed herein or in the Statement DateCompany's SEC Reports, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any Except as disclosed in its SEC Reports, any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;; **CONFIDENTIAL TREATMENT REQUESTED
(f) Any direct or indirect loans material loan made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement DateMay 31, 1997, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since Except as set forth in the Statement DateSEC Reports, since March 31, 2002 there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Implant Sciences Corp)
Changes. Since Except as set forth in Schedule 4.08. since the Statement Date, Balance Sheet Date there has not been:
(a) Any change in the condition (financial or other) or properties, assets, liabilities, financial condition business operating results or operations prospects of the Company from that reflected in the Interim Financial StatementsStatement, other than except changes in the Ordinary Course ordinary course of Businessbusiness;
(b) Any damage, none destruction, or loss (whether or not covered by insurance) materially and adversely affecting the properties, assets, or business of which individually the Company as presently or proposed to be conducted;
(c) Any material increase in the aggregate has had compensation or is expected rate of compensation or commissions payable or to have a become payable by the Company to any of its directors, officers, employees, or agents, or any hiring of any employee, or any payment of any bonus, profit-sharing amount or other extraordinary compensation to any director, officer, employee, salesperson or agent, or any material adverse effect on change in any bonus, profit-sharing, retirement or other similar plan, agreement or arrangement or any adoption of or entry into of any new bonus, profit-sharing, group life or health insurance, or other similar plan, agreement or arrangement;
(d) Any material change in the accounting methods or practices followed by the Company;
(e) Any material debt, obligation or liability (whether absolute or contingent) incurred by the Company (whether or not presently outstanding) except current liabilities incurred, and obligations under agreements entered into, in the ordinary course of business;
(f) Any sale, lease, abandonment or other disposition by the Company of any real property or, in each case other than in the ordinary course of business, of any equipment or other operating properties or any sale, assignment, transfer, license or other disposition by the Company of any Intellectual Property or other intangible asset;
(g) Any labor trouble, strike or any other occurrence, event or condition of any similar character that materially and adversely affects or may materially and adversely affect the assets, liabilitiesproperties, financial condition, operations business or prospects of the Company;
(bh) Any resignation or termination change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ei) Any waiver by the Company of a material valuable right or of a material debt owed to itit except in the ordinary course of business;
(fj) Any direct or indirect loans made by the Company to any shareholdermember, employee, officer officer, or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hk) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(il) Any labor organization activity;
(j) Any debtsatisfaction or discharge of any Lien, Claim, or encumbrance or payment of any obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially business and adversely affects that is not material to the business, assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the CompanyCompany (as such business is presently conducted and proposed to be conducted);
(m) Any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(n) Any resignation or termination of employment of any officer or key employee of the Company; and the Company, to Seller’s Knowledge, does not know of any impending resignation or termination of employment of any such officer or key employee;
(o) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that materially and adversely affected affects the businessbusiness (as such business is presently conducted and is proposed to be conducted), assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the Company; or
(np) Any arrangements arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.08.
Appears in 1 contract
Sources: Member Interest Purchase Agreement (Luna Innovations Inc)
Changes. Since the Statement Date, there has not beenbeen to the knowledge of the Company:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know Company has no knowledge of the impending resignation or termination of employment of any such officer officer, key employee or key employeegroup of employees;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since Except as set forth in Schedule 3.9, since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, operations, business prospects, employee relations or operations customer or supplier relations of the Company from that reflected in the Financial StatementsLatest Balance Sheet, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations operations, business prospects, employee relations or prospects customer or supplier relations of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any redemption, repurchase, declaration or payment of any dividend or other distribution of the assets of the Company other than pursuant to agreements which have been approved by the Board and which permit the Company to repurchase such shares upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessor any material tangible assets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any . For purposes of the acts described in this subsection (a) through (m) above), a material and adverse effect shall only be deemed to occur if its monetary impact exceeds, or with the passage of time, will exceed $25,000.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Netlibrary Inc)
Changes. Since Except as set for in Section 5.7 to the Statement Disclosure Schedule, since the Interim Balance Sheet Date through the date of this Agreement, each Company Entity has operated in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as reflected in the Financial Statements and except as set forth in Section 5.7 of the Disclosure Schedule, since the Interim Balance Sheet Date, there has not been:
(a) Any change in the assetsany Material Adverse Effect with respect to any Company Entity;
(b) any resignation or termination of any key officer or key employee of any Company Entity;
(c) any change, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes except in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the any Company Entity by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any material damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting to the properties, business assets or prospects property of any Company Entity or financial condition of the Companyany Leased Real Property;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any any direct or indirect loans made by the any Company Entity to any shareholder, employee, officer or director Related Party of the Company, other than advances made in the Ordinary Course of Businessa Company Entity;
(gf) Any any material change in any compensation arrangement or agreement with any employee, executive officer, director director, partner or shareholdermember of any Company Entity;
(hg) Any any declaration or payment of any dividend or other distribution with respect to any equity interest of the assets any Company Entity or redemption, repurchase or other acquisition of the Companyany equity interest of any Company Entity;
(h) any redemption, repurchase or other acquisition of any equity interest of any Company Entity or other entity;
(i) Any labor organization activity;
(j) Any debt, obligation any Indebtedness or liability Liability incurred, assumed or guaranteed by the Company, any Company Entity except those for immaterial amounts and for current liabilities incurred any Indebtedness or Liability greater than $33,000 individually or $75,000 in the Ordinary Course aggregate;
(j) any amendment (whether or not in writing) to any Material Contract or the waiver of Businessany material term or condition thereof;
(k) Any any sale, lease, transfer, or assignment or transfer by any Company Entity of any patentsof its assets, trademarkstangible or intangible, copyrightsinvolving more than $50,000 in the aggregate, trade secrets or other intangible assets other than licenses entered into for a fair consideration and in the Ordinary Course of Business;
(l) Any changes in entry by any Applicable Company Entity into any Material Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations (or prospects series of the CompanyMaterial Contracts) involving more than $75,000 of expenditures;
(m) Any any acceleration, termination or cancellation by any Person of a Contract (or series of related Contracts) to which any Company Entity is or was bound involving annual payments to any Company Entity in an aggregate amount in excess of $50,000, other event than a Contract that expired pursuant to its terms;
(n) any termination, or failure to maintain, any insurance policy covering the tangible assets, Leased Real Property of any Company Entity or the Business;
(o) any commencement or settlement of any Proceeding other than the settlement of a Proceedings for amounts less than $50,000 which only involve the payment of monetary damages and do not impose any equitable remedies upon any Company Entity or no Company Entity makes any admission of fault or any violation of Laws;
(p) any ceasing of the payment of any Company Entity’s accounts payable that are payable in the Ordinary Course of Business, or deviation from or alteration to any Company Entity’s practices, policies or procedures in paying accounts payable or collecting accounts receivable;
(q) any commitment by any Company Entity to make any capital expenditure (or series of related capital expenditures) involving more than $75,000 in the aggregate;
(r) any capital investment in or any loan to any other Person (or series of related capital investments, loans, and acquisitions) by any Company Entity;
(s) any material change by any Company Entity in any of its payment policies with its landlords, vendors, suppliers or other creditors or collection policies with respect to any customers;
(t) any cancellation, compromise, waiver or release by any Company Entity of any right or claim (or series of related rights and claims) involving more than $75,000 in the aggregate;
(u) any material adverse change in the relationships of any Company Entity with its material customers or suppliers;
(v) any issuance, sale or other disposition by any Company Entity of any of their respective membership interests, capital stock or other equity interests, or grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its membership interests, capital stock or other equity interests, or the entry into a Contract to do any of the foregoing;
(w) any acquisition, by merger or consolidation, or by purchase of a substantial portion of the assets or capital stock or other equity interest of, or by any other manner, any business or any corporation, partnership, association or other business organization thereof or otherwise acquire any assets (other than inventory) other than in the Ordinary Course of Business;
(x) any adoption, amendment, modification or termination by any Company Entity of any bonus, profit-sharing, incentive, severance, or other plan or Contract for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan);
(y) any change by any Company Entity to its accounting methods or principles;
(z) any Tax election or any change to any Tax election by any Company Entity, nor has any Company Entity taken any reporting position with respect to Taxes, other than in accordance with past practice; or
(aa) any other event, change or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Company; or
(n) Any arrangements or commitment by the Company could reasonably be expected to do any of the acts described in subsection (a) through (m) abovehave a Material Adverse Effect.
Appears in 1 contract
Sources: Interest Purchase Agreement (Envision Healthcare Corp)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any To the best of its knowledge, any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any To the best of its knowledge, any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or, to the best of its knowledge, may materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Ask Jeeves Inc)
Changes. Since Except as reflected in the Statement Financial Statements or as set forth on Section 3.9 of the Company Disclosure Schedule, since June 30, 2011 and as of the Agreement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company or any of its Subsidiaries from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, none of which individually or in the aggregate has had or is could reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyCompany Material Adverse Effect;
(b) Any resignation or termination of any executive officer or key employee of the Company and to the Knowledge of the Company; and the Company, to the best of its Knowledge, does not know of the there is no impending resignation or termination of employment of any such executive officer or key employeeof the Company;
(c) Any material change change, except in the ordinary course of business consistent with past practice, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any material damage, destruction or lossloss to the Company Business, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company or any of its Subsidiaries of a material right or of a material debt owed to itit in excess of $25,000;
(f) Any direct any settlement, or indirect loans made by the Company offer or proposal to settle, (i) any shareholder, employee, officer material Action or director of claim involving or against the Company, other than advances made in (ii) any stockholder litigation or dispute against the Ordinary Course Company or any of Businessits officers or directors or (iii) any Action that relates to the transactions contemplated hereby;
(g) Any material change in (i) grant or increase of any compensation severance or termination right to (or amendment of any existing arrangement or agreement with with) any employeecurrent director, officer, director advisor, consultant or shareholderemployee of the Company, (ii) any increase in benefits payable under any existing severance or termination pay policies or employment agreements, (iii) the entering into of any employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any director, officer, advisor, consultant or employee of the Company, (iv) the establishment, adoption or amendment (except as required by applicable Law) in any material respect of any collective bargaining, bonus, commission, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer, advisor, consultant or employee of the Company, or (v) any increase in compensation, bonus, commission or other benefits payable to any director, officer, advisor, consultant or employee of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(i) Any labor organization activity;
(j) Any debtIndebtedness, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice;
(j) Any sale, assignment, transfer, encumbrance or license of any Intellectual Property rights or other intangible assets owned, used or licensed by the Company or any of its Subsidiaries in connection with any Company Product or the operation of the Company Business, except the grant of non-exclusive use licenses to customers of the Company in the ordinary course of business consistent with past practices;
(k) Any saleclaim or, assignment to the Company’s Knowledge, threat of infringement by or transfer against the Company of any patents, trademarks, copyrights, trade secrets Intellectual Property rights of the Company or other intangible assets other than licenses entered into in the Ordinary Course of Businessa third party;
(l) Any changes (i) entering into of any Contract that limits or otherwise restricts in any Applicable Contract which materially and adversely affects material respect the Company or any successor thereto or that would reasonably be expected to, after the Effective Time, limit or restrict in any material respect the Company, the Surviving Corporation, Parent or any of their respective Affiliates, from engaging or competing in any line of business, assetsin any location or with any Person or (ii) the entering into, liabilitiesamendment or modification in any material respect or termination of any Material Contract or waiver, financial conditionrelease or assignment of any material rights, operations claims or prospects benefits of the Company;
(m) Any change in or any revocation by the Company of any Tax election; settlement or compromise of any material claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period; adoption or change in any material method of Tax accounting; filing of any Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any tax; surrender of any right to claim a material Tax refund; consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or application or negotiation for or receipt of a Tax ruling or arrangement by the Company or any of its Subsidiaries;
(n) Any sale, exchange or other disposition of any of its assets or rights, other than the sale or disposition of Company Products in the ordinary course of business, in an amount in excess of $200,000;
(o) Any amendment to any Organizational Documents;
(p) any splitting, combination or reclassification of any shares of Company Capital Stock or declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Securities, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Securities;
(i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any shares of any Securities, other than the issuance of any shares of Company Capital Stock upon the exercise of Company Options that are outstanding on the date of this Agreement in accordance with the terms of those options or warrants on the date of this Agreement or (ii) amendment of any term of any Security (in each case, whether by merger, consolidation or otherwise);
(r) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Companycould reasonably be expected to have a Company Material Adverse Effect; or
(ns) Any arrangements or commitment agreement by the Company or its Subsidiaries, or any employees thereof, to do any of the acts things described in subsection the preceding clauses (a) through (m) abover).
Appears in 1 contract
Sources: Merger Agreement (Teradyne, Inc)
Changes. Since December 31, 2005, other than those transactions to be consummated in connection with the Statement DateClosing of the transactions contemplated by this Agreement, except as set forth on Schedule 4.12, there has not been:been with respect to the Company or the Shareholder (in the case of the Shareholder solely as it relates to the Business):
(a) Any change in the their respective businesses, assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statementsoperations, other than changes in the Ordinary Course of Business, none of which changes individually or in the aggregate has had or is reasonably expected to have (individually or in the aggregate) a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company;Material Adverse Effect.
(b) Any resignation or termination of any officer or officer, key employee or group of the Companyemployees; and neither the Company, to Company nor the best Shareholder has Knowledge of its Knowledge, does not know of the any impending resignation or termination of employment of any such officer officers, key employees or key employeegroups of employees;
(c) Any material change in the their respective contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the propertiestheir respective business, business or assets, liabilities, financial condition, prospects or financial condition of the Companyoperations;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderof their respective employees, employeeofficers, officer managers, directors, members or director of the Companystockholders, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employeetheir respective employees (other than in the Ordinary Course of Business), officerofficers, director managers or shareholderdirectors;
(h) Any declaration authorization or payment of any dividend or other distribution of the assets any kind of the Companytheir respective assets;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Companyguaranteed, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets or any other than licenses entered into sale of assets not in the Ordinary Course of Business;
(l) Any changes change in any Applicable Contract agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations any one of them is a party or prospects by which any one of the Companythem is bound which could reasonably be expected to have a Material Adverse Effect;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the (or could be reasonably expected to materially and adversely affect) their respective business, assets, liabilities, financial condition, operations prospects or prospects of the Companyoperations; or
(n) Any arrangements arrangement or commitment by the Company any of them to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Asset Purchase Agreement (Access Worldwide Communications Inc)
Changes. Since the Statement DateDate and except as disclosed on any Form 8-K filed since September 30, 2009, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer officer, key employee or key employeegroup of employees;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich is reasonably expected to have a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director officer or shareholderdirector;
(h) Any declaration or payment of any dividend or other distribution To the knowledge of the assets of Company, any labor organization activity related to the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets assets, other than the granting of licenses entered into to strategic partners in the Ordinary Course ordinary course of Businessthe Company’s business;
(k) Any change in any material agreement to which the Company is a party or by which it is bound which is reasonably expected to have a Material Adverse Effect;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyis reasonably expected to have a Material Adverse Effect; or
(nm) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (ml) above.
Appears in 1 contract
Sources: Series G Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer officer, key employee or key employeegroup of employees;
(c) Any any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ih) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(ki) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lj) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(l) Any material change in the law regarding the Company's core business operations; or
(nm) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (ml) above.
Appears in 1 contract
Sources: Stock and Warrant Purchase Agreement (On Stage Entertainment Inc)
Changes. Since To the Statement Datebest of the Company's knowledge, since December 31, 1999, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of Old Participate or the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of Old Participate or the Company;
(b) Any resignation or termination of employment any officer or key employee of Old Participate or the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of Old Participate or the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or business, prospects or financial condition of Old Participate or the CompanyCompany (as such business is presently conducted and as it is presently proposed to be conducted;
(e) Any waiver by Old Participate or the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by Old Participate or the Company to any shareholderstockholder, member, employee, officer or director of Old Participate or the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director member or shareholderstockholder or Old Participate or the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of Old Participate or the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by Old Participate or the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in by Old Participate or the Ordinary Course of BusinessCompany;
(l) Any changes change in any Applicable Contract material agreement to which Old Participate or the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of Old Participate the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of Old Participate or the Company; or
(n) Any arrangements arrangement or commitment by Old Participate or the Company to do any of the acts described in subsection (a) through (m) abovethis Section 3.8.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Participate Com Inc)
Changes. Since the Statement Datedate of the Most Recent Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dc) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ed) Any waiver by the Company of a material right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(jg) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts of less than $5,000 and for current liabilities incurred in the Ordinary Course ordinary course of Businessthe business of the Company;
(kh) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract contract or other agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(nk) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Sources: Contribution Agreement (American Restaurant Concepts Inc)
Changes. Since To the Statement Datebest of the Company's knowledge, since December ------- 31, 1996, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, operating results or operations prospects of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, business or prospects or financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any waiver or compromise by the Company of a material valuable right or of a material debt owed to it;
(fd) Any direct satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and which is not material to the business, properties, prospects or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(f) Any material change in any compensation arrangement or agreement with any employee, officer, director director, or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(kg) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets assets;
(h) Any resignation or termination of employment of any key officer of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(i) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(j) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(k) Any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes declaration, setting aside or payment or other distribution in respect of any Applicable Contract which materially and adversely affects of the businessCompany's capital stock, assetsor any direct or indirect redemption, liabilities, financial condition, operations purchase or prospects other acquisition of any of such stock by the Company;
(m) Any other event or condition of any charactercharacter that might materially and adversely affect the business, to the Knowledge properties, prospects or financial condition of the Company that, either individually or cumulatively, has materially (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is proposed to be conducted); or
(n) Any arrangements agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.20.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Corsair Communications Inc)
Changes. Since March 31, 2002, except as disclosed in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement DateSeptember 30, 1999, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any . For purposes of the acts described in this subsection (a) through (m) above), a material and adverse effect shall only be deemed to occur if its monetary impact exceeds, or with the passage of time, will exceed $100,000.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Petroleum Place Inc)
Changes. Since the Statement DateMarch 31, 1999, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company, such current liabilities totaling less than $10,000;
(b) Any resignation or termination of any key officer or key employee of the Company; Company and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;officer.
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any entity associated or affiliated with any of them, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder or any entity associated or affiliated with any of them;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness, such current liabilities not exceeding $10,000 individually or in the aggregate;
(k) Any sale, assignment assignment, transfer or transfer license of any patents, trademarks, copyrights, trade secrets secrets, know how or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Macrovision Corp)
Changes. Since the Statement DateFebruary 28, 1998, there has not been:
(a) Any material adverse change in the assetsbusiness, liabilitiesproperty, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, prospects or results of operations or prospects of the CompanyCompany or its subsidiary;
(b) Any resignation material adverse change (individually or termination in the aggregate), except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company or its subsidiary by way of guarantyguarantee, endorsement, indemnity, warranty or otherwise;
(dc) Any material damage, destruction destruction, or loss, whether or not covered by insurance, materially and adversely affecting the propertiescondition of the business, business property, assets or prospects or financial condition liabilities of the Company;
(ed) Any waiver or compromise by the Company or its subsidiary of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company or its subsidiary to any shareholderits employees, employeeofficers, officer or director of the Company, directors other than travel advances and other advances made in the Ordinary Course ordinary course of Businessbusiness;
(f) Any extraordinary increase in the compensation or benefits payable to any of the Company's employees, officers or directors;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend by the Company on its capital stock, any redemption, purchase or other acquisition of shares of its capital stock or any other distribution of assets of the Company, other than the repurchase of shares at cost from terminated employees or consultants pursuant to the terms of written stock purchase agreements calling for such repurchase;
(h) Any receipt of notice by the Company that there has been a cancellation of any material contract, the cancellation or loss of which would materially adversely affect the condition, business, property, assets or liabilities of the Company;
(i) Any labor organization activityresignation or termination of employment of any key officer to employee of the Company and any impending resignation or termination of employment known by the Company of any key officer or employee of the Company in either case which, if consummated, would materially adversely affect the condition (financial or otherwise), business, property, assets or liabilities of the Company;
(j) Any debt, obligation labor dispute involving the Company or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course any of Businessits employees;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, character known to the Knowledge of the Company that, either individually or cumulatively, that has materially and adversely affected the business, assets, liabilities, financial condition, operations Company's business or prospects prospects;
(l) Any amendment or other change to the Articles of Incorporation or Bylaws of the Company; orCompany (except as contemplated by this Agreement);
(m) Any sale or other disposition of any right, title or interest in or to any assets or properties of the Company or any revenues derived therefrom other than in the ordinary course of business and consistent with past practice;
(n) Any arrangements creation, incurring or assumption of any indebtedness for money borrowed by the Company exceeding $50,000;
(o) Any material capital expenditures by the Company not in the ordinary course of business; or
(p) Any material agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 1 contract
Changes. Since the Statement DateDecember 31, 1998 there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company Dove Brothers from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company or Subsidiaries of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made by the Company to discharge of any shareholderlien, employee, officer claim or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration encumbrance or payment of any dividend obligation by the Company or other distribution Subsidiaries, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the assets of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ie) Any labor organization activityany material change or amendment to a material contract or material arrangement by which either Subsidiary or any of its respective assets or properties is bound or subject other than in connection with the transactions expressly contemplated hereby;
(jf) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany or Subsidiaries;
(lg) Any changes in any Applicable Contract which materially resignation or termination of employment of any key officer of the Company or Subsidiaries; and adversely affects the businessCompany, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or Subsidiaries, with respect to any of its material properties or assets, liabilitiesexcept liens for taxes not yet due or payable;
(i) any declaration, financial condition, operations setting aside or prospects payment or other distribution in respect of any of the Company's capital stock or Subsidiaries' equity interests (other than to the Company), or any direct or indirect redemption, purchase or other acquisition of any of such equity interest by the Company or Subsidiaries;
(mj) Any to the best of the Company's knowledge, any other event or condition of any character, character that could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted); or
(nk) Any arrangements any agreement or commitment by the Company or Subsidiaries to do any of the acts things described in subsection (a) through (m) abovethis Section 2.18, except in connection with the transactions expressly contemplated hereby.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Dovebid Inc)
Changes. Since the Company Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Company Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; , and the CompanyRand Shareholders, to the best of its Knowledgetheir knowledge, does do not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred amounts;
(i) Any sale, transfer or lease of the assets of the Company;
(j) Any physical damage, destruction or loss (whether or not covered by insurance) which individually or in the Ordinary Course of Businessaggregate has had or is reasonably expected to have a Materially Adverse Effect;
(k) Any sale, assignment issuance or transfer sale of any patents, trademarks, copyrights, trade secrets shares of the capital stock or other intangible assets other than licenses entered into in securities of the Ordinary Course Company or grant of Businessany options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any changes in mortgage, pledge or lien incurred with respect to any Applicable Contract which materially and adversely affects of the business, assets, liabilities, financial condition, operations or prospects assets of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(n) Any transaction entered into by the Company other than in the ordinary course of business; or
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Company; or
(n) Any arrangements or commitment by the Company is reasonably likely to do any of the acts described in subsection (a) through (m) abovehave a Materially Adverse Effect.
Appears in 1 contract
Changes. Since From the Statement DateBalance Sheet Date to the date hereof, except as disclosed, in the case of CHIP, in any Exchange Act Filing or, in the case of each Company, in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any any change in the business, assets, liabilities, condition (financial condition or otherwise), properties, operations or prospects of the either Company from that reflected in the Financial Statementsor any of its Subsidiaries, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had had, or is could reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any any resignation or termination of any officer or key officer, key employee or group of the Company; and the Company, to the best key employees of either Company or any of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeSubsidiaries;
(c) Any any material change change, except in the ordinary course of business, in the contingent obligations of the either Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting which has had, or could reasonably be expected to have, individually or in the propertiesaggregate, business or prospects or financial condition of the Companya Material Adverse Effect;
(e) Any any express waiver by the either Company or any of its Subsidiaries of a material valuable right or of a material debt owed to it;
(f) Any any direct or indirect loans made by the either Company or any of its Subsidiaries to any shareholderstockholder, employee, officer or director of the Companyeither Company or any of its Subsidiaries, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of either Company or any of its Subsidiaries;
(h) Any any declaration or payment of any dividend or other distribution of the assets of the Companyeither Company or any of its Subsidiaries;
(i) Any any labor organization activityactivity related to either Company or any of its Subsidiaries;
(j) Any except as set forth in Section 4.7, any debt, obligation or liability incurred, assumed or guaranteed by the Companyeither Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any any sale, assignment assignment, transfer, abandonment or transfer other disposition of any material patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course owned by either Company or any of Businessits Subsidiaries;
(l) Any changes any change in any Applicable Contract material agreement to which materially and adversely affects either Company or any of its Subsidiaries is a party or by which either Company or any of its Subsidiaries is bound which either individually or in the businessaggregate has had, assetsor could reasonably be expected to have, liabilitiesindividually or in the aggregate, financial condition, operations or prospects of the Companya Material Adverse Effect;
(m) Any any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected had, or could reasonably be expected to have, individually or in the businessaggregate, assets, liabilities, financial condition, operations or prospects of the Companya Material Adverse Effect; or
(n) Any arrangements any arrangement or commitment by the either Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Applied Digital Solutions Inc)
Changes. Since the Statement Balance Sheet Date (or in the case of the representations made by the Company at the Initial Closing, since the Second Balance Sheet Date), included in the Financial Statements, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Business, none of which individually or in the aggregate has business that have not had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any any damage, destruction or loss, whether or not covered by insurance, that have had a Material Adverse Effect;
(c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;
(e) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any officer;
(g) any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(ch) Any material change in the contingent obligations of the Company by way of guarantyany mortgage, endorsementpledge, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company transfer of a material right security interest in, or of a material debt owed to it;
(f) Any direct or indirect loans made lien, created by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course with respect to any of Business;
(g) Any its material change in any compensation arrangement properties or agreement with any employeeassets, officer, director except liens for taxes not yet due or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Companypayable;
(i) Any labor organization activity;
(j) Any any debt, obligation or liability incurred, assumed or guaranteed by the Company, Company except for those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessthe Company’s business and in amounts which would not have a Material Adverse Effect;
(j) any failure to conduct business in the ordinary course, consistent with the Company’s past practices;
(k) Any saleany loans or guarantees made by the Company to or for the benefit of its employees, assignment officers or transfer directors, or any members of any patentstheir immediate families, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes any declaration, setting aside or payment or other distribution in respect to any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any ’s capital stock, or any direct or indirect redemption, purchase, or other event or condition acquisition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of such stock by the Company; or
(nm) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.16.
Appears in 1 contract
Sources: Convertible Note and Series F Preferred Stock Purchase Agreement (Renren Inc.)
Changes. Since To the Statement Datebest of the Company's knowledge, since September ------- 30, 1996, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, operating results or operations prospects of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, business or prospects or financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any waiver or compromise by the Company of a material valuable right or of a material debt owed to it;
(fd) Any direct satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and which is not material to the business, properties, prospects or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(f) Any material change in any compensation arrangement or agreement with any employee, officer, director director, or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(kg) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets assets;
(h) Any resignation or termination of employment of any key officer of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(i) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(j) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(k) Any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes declaration, setting aside or payment or other distribution in respect of any Applicable Contract which materially and adversely affects of the businessCompany's capital stock, assetsor any direct or indirect redemption, liabilities, financial condition, operations purchase or prospects other acquisition of any of such stock by the Company;
(m) Any other event or condition of any charactercharacter that might materially and adversely affect the business, to the Knowledge properties, prospects or financial condition of the Company that, either individually or cumulatively, has materially (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is proposed to be conducted); or
(n) Any arrangements agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.20.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Corsair Communications Inc)
Changes. Since the Statement DateExcept as set forth on Schedule 4.8, since September 30, 2004, there has not been:
(a) Any material change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right deemed valuable by the Company or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderdirector;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since September 30, 2002, except as disclosed in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement DateMay 7, 1998 there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;.
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, debt obligation or liability incurred, assumed or guaranteed by the Company, except for those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Myogen Inc)
Changes. Since the Statement DateDecember 31, 1998, there has not been:
(a) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(b) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results, business or prospects of the Company (as such business is presently conducted and as it is now proposed to be conducted);
(c) any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject which would reasonably be expected to likely result in a Material Adverse Effect;
(d) any change in any compensation arrangement or agreement with any executive officer;
(e) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Businessbusiness which have not, none of which individually either in any case or in the aggregate has had or is expected to have aggregate, resulted in a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(bf) Any resignation or termination any change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company (nor any contingent obligation of the Company regarding any director, shareholder, key service provider or officer of the Company) by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company, any redemption, purchase or acquisition by the Company of any of its outstanding capital stock, or the adoption or consideration of any plan or arrangement with respect thereto other than the Series B Preferred Stock Share Purchase Agreements entered into between the Company and each purchaser of the Company's Series B Preferred Stock which provide to the Company, in respect of the Series B Preferred Stock, certain rights of first refusal and certain rights to purchase upon involuntary transfer;
(h) any resignation or termination of employment of any key employee or service provider of the Company, or to the Company's knowledge any plans with respect thereto;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by to the Company's knowledge, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, character which could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of have a Material Adverse Effect;
(j) any change in the Company's accounting or internal control procedures and practices that affects the manner in which the Company's financial statements are prepared or that would require disclosure in the Company's financial statements;
(k) any transaction which was not in the ordinary course of business; or
(nl) Any arrangements any damage to, destruction of or commitment loss of physical property (whether or not covered by the Company insurance) resulting or that could reasonably be expected to do any of the acts described result in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Avenue a Inc)
Changes. Since the Statement Unaudited Interim Financial Statements Date, the Company has conducted its business in the Ordinary Course of Business in all material respects. Without limiting the generality of the foregoing, except in the Ordinary Course of Business or as would not reasonably be expected to be material, since the Unaudited Interim Financial Statements Date, there has not been:
(a) Any any material change in the assets, liabilitiesLiabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagedamages, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results or business or prospects or financial condition of the Company;
(ec) Any any cancellation or waiver by the Company of a material right or of a material debt owed to it, except as disclosed in Section 3.9(c) of the Disclosure Schedule;
(fd) Any direct any material change or indirect loans made by amendment to a Material Contract or any acceleration, termination, or cancellation of any Material Contract to which the Company to any shareholder, employee, officer is a party or director of the Company, other than advances made in the Ordinary Course of Businessby which it is bound;
(ge) Any except to the extent required by Applicable Law and as disclosed in Section 3.9(e) of the Disclosure Schedule, any material change in any compensation arrangement or agreement with any employee of the Company other than Sellers, or any payment of any bonuses, whether monetary or otherwise, or increase of any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, managers, independent contractors or consultants, or any change to the terms of employment or terms of termination for any employee, or action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director manager, independent contractor or shareholderconsultant;
(f) any issuance of Interests or other securities of the Company or any rights, warrants or options to acquire, any Interests or any other securities of the Company or the redemption, purchase or acquisition of any Interests;
(g) except for the Closing Indebtedness, as set forth on the Financial Statements, any incurrence by the Company of Indebtedness or any other liabilities that would be commitments required to be disclosed in the footnotes to financial statements under GAAP, individually for which it currently owes, or in the future will owe in excess of $25,000;
(h) Any declaration or any payment of any dividend or other distribution by the Company upon or with respect to any Interests, or the split, combination or reclassification of any Interests, except as disclosed in Section 3.9(h) of the Disclosure Schedule;
(i) any sale, assignment, transfer or other disposition of any of the assets, contingent or otherwise, shown or reflected in the Financial Statements of any material assets or properties of the Company;
(i) Any labor organization activity;
(j) Any debtany resignation or termination of any officer, obligation key employee or liability incurred, assumed or guaranteed by group of employees of the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any saleany direct or indirect loans, assignment guarantees or transfer advances or capital contributions to, or investments in, any other Person, made by the Company to any Person, except for payroll advances or loans to employees not in excess of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business$1,000;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of labor organization activity related to the Company;
(m) Any any merger or consolidation with any other event Person or condition the acquisition of any charactermaterial assets of any other Person or purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof (other than the acquisition of inventory in the ordinary course), or the adoption of any plan of reorganization, full or partial liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Knowledge filing of any bankruptcy petition against it under any similar Law;
(n) any amendment to the Charter Documents of the Company or the execution or filing of any instrument that, either individually with the passage of time or cumulativelyotherwise, has materially and adversely affected would cause the businessmerger, assets, liabilities, financial condition, operations acquisition or prospects the dissolution of the Company;
(o) any material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as recommended by the Company’s accounting firm so long as all Company accounting responsive to such recommendations remains consistent with GAAP and as to which detailed disclosures of each such change delivered by notice to Purchaser within one Business Day of such recommendation;
(p) any material change by Company management, other than as recommended by the Company’s accounting firm so long as all Company accounting responsive to such recommendations remains consistent with GAAP and as to which detailed disclosures of each such change shall be delivered by notice to Purchaser within one Business Day of such recommendation, in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(q) any transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property;
(r) the imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;
(s) any agreement, understanding or arrangement with respect to the sale or voting of any of its equity interests (including, without limitation, any trusts, interest holders’ agreements, proxies, pledge agreements or any similar instruments or agreements);
(t) enter into a new line of business or abandoned or discontinued an existing lines of business;
(u) any purchase, lease or other acquisition of the right to own, use or lease any property or assets, except for purchases of inventory or supplies in the Ordinary Course of Business; or
(nv) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 3.9.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (ARC Group Worldwide, Inc.)
Changes. Since the Statement Dateend of the latest completed fiscal year of the Company and except as set forth in Section 2.12 of the Disclosure Schedule, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, none of which individually or in the aggregate has had or is could reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer key officers or key employee employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business consistent with past practice, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of to the Company's assets or properties which has had or could reasonably be expected to have a Material Adverse Effect;
(e) Any waiver by the Company of a material right or of a material debt owed to itit of a material nature or material amount;
(f) Any direct or indirect loans made by the Company to any shareholderShareholder, employee, officer or director of the Company, or a subsidiary of the Company to any shareholder, employee, officer or director of such subsidiary, other than advances made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, officer or director or shareholderof the Company;
(h) Any declaration or payment of any dividend or other distribution to the Shareholders of the Company of the assets of the Company;
(i) Any labor organization activity;
(j) Any debtIndebtedness, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(k) Any sale, assignment assignment, transfer or transfer license of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany;
(l) Any changes change in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects agreement disclosed in Section 2.10 of the Company;Disclosure Schedule which has had or could reasonably be expected to have a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Company; or
(n) Any arrangements or commitment by the Company could reasonably be expected to do any of the acts described in subsection (a) through (m) abovehave a Material Adverse Effect.
Appears in 1 contract
Sources: Option and Asset Purchase Agreement (Ats Medical Inc)
Changes. Since the Statement Date, there has not been, to the Corporation's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company Corporation from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the CompanyCorporation;
(b) Any resignation or termination of any officer or key employee officers of the CompanyCorporation; and the CompanyCorporation, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, in the contingent obligations of the Company Corporation by way of guaranty, endorsement, indemnity, warranty warranty, satisfaction, discharge or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCorporation;
(e) Any waiver by the Company Corporation of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company Corporation to any shareholder, employee, officer or director of the CompanyCorporation, other than immaterial advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration declaration, setting aside or payment of any dividend or other distribution of the assets of the CompanyCorporation, or any direct or indirect redemption, purchase or other acquisition of any of the Corporation's capital stock by the Corporation;
(i) Any labor organization activitymortgage, pledge, transfer of a security interest in, or lien, created by the Corporation with respect to any of its material properties or assets, except for liens for taxes not yet due or payable;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCorporation, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Corporation is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the CompanyCorporation, including compensation agreements with the Corporation's employees;
(m) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Corporation;
(n) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the CompanyCorporation; or
(no) Any arrangements any arrangement or commitment by the Company Corporation to do any of the acts items described in subsection (a) through (m) abovethis section 3.22.
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Adesso Healthcare Technology Services Inc)
Changes. Since Except as set forth in the Disclosure Letter, since the Financial Statement Date, Date there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company Company, GroupCo, the Subsidiary or any of the PRC Entities from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the Company, GroupCo, the Subsidiary and the PRC Entities as a whole (as such businesses are currently conducted and are proposed to be conducted);
(ec) Any any waiver by the Company Company, by GroupCo, by the Subsidiary or by any of the PRC Entities of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company Company, GroupCo, the Subsidiary or any of the PRC Entities, except in the ordinary course of business and that is not material to any shareholderthe assets, employeeproperties, officer financial condition, operating results or director business of the Company, other than advances made in GroupCo, the Ordinary Course of BusinessSubsidiary and the PRC Entities as a whole (as such businesses are currently conducted and are proposed to be conducted);
(ge) Any any material change or amendment to a material contract or arrangement by which the Company, GroupCo, the Subsidiary, any of the PRC Entities or any of their respective assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any key officer of the Company, the Subsidiary or any of the PRC Entities; and none of the Company, GroupCo or any of the Founders knows of the impending resignation or termination of employment of any such officer or key employee;
(i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company, by GroupCo, by the Subsidiary or by any of the PRC Entities;
(j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, GroupCo, the Subsidiary or by any of the PRC Entities, with respect to any of their respective material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s, GroupCo’s, the Subsidiary’s or any of the PRC Entities’ ownership or use of such property or assets and purchase money mortgages and leased equipment;
(k) any loans or guarantees made by the Company, GroupCo, the Subsidiary or any of the PRC Entities to or for the benefit of their respective employees, officers or directors, or any members of their immediate families, other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes any declaration, setting aside or payment or other distribution in respect of any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company’s, GroupCo’s, the Subsidiary’s or any of the PRC Entities’ capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company, GroupCo, or by the Subsidiary;
(m) Any to the Company’s, GroupCo’s or the Founders’ knowledge, any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company, GroupCo, the Subsidiary or any of the PRC Entities (as such businesses are currently conducted and are proposed to be conducted);
(n) any incurrence by the Company, GroupCo, the Subsidiary or any of the PRC Entities of any capital expenditure or any capital commitment in excess of US$100,000;
(o) material change by the Company, GroupCo, the Subsidiary or any of the PRC Entities in accounting methods, principles or practice; or
(np) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.26.
Appears in 1 contract
Sources: Share Purchase Agreement (New Oriental Education & Technology Group Inc.)
Changes. Since September 30, 2003, except as disclosed in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement Date, there has not been:
(aA) Any change in the assets, liabilities, financial condition or operations of the Company and its Subsidiaries from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial conditionbusiness, operations or prospects financial condition of the CompanyCompany and its Subsidiaries, taken as a whole;
(bB) Any resignation or termination of any officer or key employee officers of the CompanyCompany and its Subsidiaries; and the Company, to the best of its Knowledge, Company does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(cC) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company and its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany and its Subsidiaries;
(eE) Any waiver by the Company or any Subsidiary of a material valuable right or of a material debt owed to it;
(fF) Any direct or indirect loans made by the Company or any Subsidiary to any shareholder, employee, officer or director of the CompanyCompany or any Subsidiary, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any Subsidiary;
(iI) Any labor organization activity;
(jJ) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any Subsidiary, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kK) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lL) Any changes change in any Applicable Contract material agreement to which the Company or any Subsidiary is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects financial condition of the Company;Company and its Subsidiaries, taken as a whole; or
(mM) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects financial condition of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) aboveand its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Birch Telecom Inc /Mo)
Changes. Since April 3, 2009, and except as set forth in Schedule 4.4 of the Statement DateSchedule of Exceptions, there has not been:
(a) Any material change in the assets, liabilities, financial condition condition, or operations of any member of the Company Group from that reflected in the Financial Statementsfinancial statements, other than changes in the Ordinary Course ordinary course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Companybusiness consistent with past practice;
(b) Any resignation or termination material change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of any member of the Company Group by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dc) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of any member of the CompanyCompany Group;
(ed) Any waiver by any member of the Company Group of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by any member of the Company Group to any shareholderof its members, employeeemployees, officer officers or director of the Companydirectors, other than advances made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(gf) Any Except in the ordinary course of business consistent with past practice, any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdermember of any member of the Company Group;
(hg) Any declaration or payment of any dividend or other distribution of the assets of any member of the CompanyCompany Group;
(h) Any labor organization activity related to any member of the Company Group;
(i) Any labor organization activity;
(j) Any debtDebt, obligation or liability incurred, assumed or guaranteed by any member of the CompanyCompany Group, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of any member of the Ordinary Course of BusinessCompany Group;
(lk) Any changes change in any Applicable Contract material agreement to which any member of the Company Group is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, condition or operations or prospects of any member of the CompanyCompany Group;
(l) Any mortgage, pledge, transfer of a security interest in, or lien, created by any member of the Company Group with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business consistent with past practice and do not materially impair any member of the Company Group’s ownership or use of such properties or assets.
(m) Any other event arrangement or condition of commitment by any character, to the Knowledge member of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company Group to do any of the acts described in subsection (a) through (ml) above.
Appears in 1 contract
Sources: Transfer, Assignment and Assumption Agreement (Myriant Corp)
Changes. Since To the Knowledge of the Company and the Principal Shareholders, since the Statement Date, Date there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of labor organization activity related to the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(kh) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(nk) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Changes. Since the Statement Date, other than pursuant to the Loan Documents, there has not beenbeen to the Company's knowledge:
(aA) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(bB) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(cC) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(eE) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(gF) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hG) Any declaration or payment of any dividend or other distribution of the assets of labor organization activity related to the Company;
(i) Any labor organization activity;
(jH) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kI) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lJ) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mK) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; or
(nL) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mk) above.
Appears in 1 contract
Sources: Note Purchase Agreement (Peninsula Pharmaceuticals Inc)
Changes. Since the Statement DateDate and except as disclosed on any Form 8-K filed since September 30, 2007, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer officer, key employee or key employeegroup of employees;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich is reasonably expected to have a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director officer or shareholderdirector;
(h) Any declaration or payment of any dividend or other distribution To the knowledge of the assets of Company, any labor organization activity related to the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets assets, other than the granting of licenses entered into to strategic partners in the Ordinary Course ordinary course of Businessthe Company’s business;
(k) Any change in any material agreement to which the Company is a party or by which it is bound which is reasonably expected to have a Material Adverse Effect;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyis reasonably expected to have a Material Adverse Effect; or
(nm) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (ml) above.
Appears in 1 contract
Sources: Series F Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc)
Changes. Since December 31, 2003, except as disclosed in any Security Act or Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may, in the reasonable judgment of the Company, materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and Company except for Sanf▇▇▇ ▇▇▇▇▇, ▇▇d the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; or;
(n) Any arrangements any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(p) any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.9.
Appears in 1 contract
Sources: Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company or the Subsidiaries from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to could have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the CompanyCompany or any Subsidiary;
(b) Any resignation or termination of any officer or key employee of the CompanyCompany or of either of the Operating Subsidiaries; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company or any Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, which could materially and adversely affecting affect the properties, business or prospects or financial condition of the CompanyCompany or any Subsidiary;
(e) Any waiver waiver, forgiveness, cancellation or release by the Company or any Subsidiary of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company or any Subsidiary to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of BusinessCompany or any Subsidiary;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder, including the payment of any bonus;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any Subsidiary;
(i) Any To the Company's knowledge, any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any Subsidiary, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, transfer or transfer license of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in, or amendment or waiver of, any material agreement (including without limitation, credit agreements and bank loans) to which the Company or any Subsidiary is a party or by which it is bound;
(m) Any mortgage, pledge, encumbrance or lien on any property or assets, whether tangible or intangible, of the Company or any Subsidiary;
(n) Any employment, consulting, retention, change-in-control, collective bargaining or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any officer, director, employee, sales representative, agent, consultant or shareholder of the Company or any Subsidiary;
(o) Any loss of any supplier, service provider, customer or employee that, individually or in the aggregate, could have or result in a material adverse effect on the Company or any Subsidiary;
(p) Any amendment, supplement, waiver or modification of the organizational documents of the Company or any Subsidiary, except as contemplated by this Agreement;
(q) Any change in any Applicable Contract which respect of the accounting practices, policies or principles of the Company or any Subsidiary;
(r) The sale of assets of the Company and the Subsidiaries amounting, in the aggregate, to more than $50,000;
(s) Any other event or condition of any character that, either individually or cumulatively, could materially and adversely affects affect, or has materially and adversely affected, the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event Company or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the CompanyOperating Subsidiaries; or
(nt) Any arrangements arrangement or commitment by the Company or any Subsidiary to do any of the acts described in subsection subsections (a) through (ms) above, or any failure to act that results in the occurrence of the acts described in subsections (a) through (s) above.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Asia Online LTD)
Changes. Since Except as set forth on Schedule 3.16 hereto, since the Statement Dateend of the Company's last completed fiscal quarter, there has not beenbeen with respect to the Company and the Subsidiary:
(a) Any change in the assets, liabilities, financial condition or operations of the Company or the Subsidiary from that reflected in the Financial Statements, other than changes in the Ordinary Course of Businessordinary course consistent with past practices, none of which individually or in the aggregate has had or is expected to have constitutes a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer key officers or key employee employees of the Company or the Subsidiary; and to the knowledge of the Company; and the Company, to the best of its Knowledge, does not know of the there is no impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course consistent with past practices, in the contingent obligations of the Company or the Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich constitutes a Material Adverse Effect;
(e) Any waiver by the Company or the Subsidiary of a material right or of a material debt owed to itit other than in the ordinary course consistent with past practices;
(f) Any direct or indirect loans made by the Company or the Subsidiary to any shareholderstockholder, employee, officer or director of the CompanyCompany or the Subsidiary, other than advances made in the Ordinary Course of Businessordinary course consistent with past practices;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder other than in the ordinary course consistent with past practices;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or the Subsidiary;
(i) Any labor organization activity;
(j) Any debtindebtedness for borrowed money, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or the Subsidiary, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Businessordinary course consistent with past practices;
(k) Any sale, assignment assignment, license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into except in the Ordinary Course of Businessordinary course consistent with past practices;
(l) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company or prospects the Subsidiary is a party or by which it is bound that constitutes or could with the passage of the Company;time constitute a Material Adverse Effect; or
(m) Any other event or condition of any character, character that constitutes a Material Adverse Effect with respect to the Knowledge of Company or the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) aboveSubsidiary.
Appears in 1 contract
Sources: Series C Convertible Preferred Stock Purchase Agreement (Biokeys Pharmaceuticals Inc)
Changes. Since the Statement DateJune 30, 2005 there has not beenbeen to the Company's knowledge:
(aA) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(bB) Any resignation or termination of any officer or key employee of the Company; and the Companynor, to the best of its Knowledgeknowledge, does not know of the impending is any such resignation or termination of employment of any such officer or key employeeimminent;
(cC) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(eE) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fF) Any direct or indirect loans loan made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(iI) Any labor organization activity;
(jJ) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kK) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lL) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(mM) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or.
(nN) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection subsections (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Branded Media CORP)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company except for ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
assets; (lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company;
(n) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000; or
(np) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 5.9.
Appears in 1 contract
Sources: Series F Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Changes. Since Except as otherwise disclosed in the Statement DateFinancial Statements and Unaudited Financial Statements, since March 31, 1999, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements and Unaudited Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination any incurrence of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeindebtedness for money borrowed;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ed) Any any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(f) except as described in Section 2.11 of the Disclosure Schedule, any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director contractor or shareholderdirector;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than assets, except licenses entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices;
(li) Any changes in any Applicable Contract which materially resignation or termination of employment of any key officer of the Company, and adversely affects the businessCompany, assetsto the best of its knowledge, liabilitiesdoes not know of the impending resignation or termination of employment of any such officer;
(j) receipt of notice that there has been a loss of, financial conditionor material order cancellation by, operations or prospects any major customer of the Company;
(k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company with respect to any of its material properties or assets, except liens for taxes not yet payable;
(l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(m) Any any declaration, setting aside or payment of dividends or other distribution with respect to any of the Company's capital stock or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(n) to the best of the Company's knowledge, any other event or condition of any character, character that could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company; orCompany (as such business is presently conducted)
(no) Any arrangements any agreement or commitment by the Company to do perform any of the acts described in subsection (a) through (m) above.this Section 2.14; or
Appears in 1 contract
Changes. Since Except as set forth in the Statement DateForm 10-K, since December 31, 2015, there has not been:
(ai) Any material change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(bii) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(ciii) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(div) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ev) Any waiver by the Company of a material right deemed valuable by the Company or of a material debt owed to it;
(fvi) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gvii) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderdirector;
(hviii) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(iix) Any labor organization activityactivity related to the Company;
(jx) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kxi) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lxii) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mxiii) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(nxiv) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Boston Therapeutics, Inc.)
Changes. Since Except as otherwise disclosed in the Statement DateFinancial Statements and Unaudited Financial Statements, since March 31, 1999, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements and Unaudited Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination any incurrence of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeindebtedness for money borrowed;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ed) Any any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(f) except as described in Section 2.11 of the Disclosure Schedule, any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director contractor or shareholderdirector;
(h) Any declaration or payment of [any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than assets, except licenses entered into in the Ordinary Course ordinary course of Businessbusiness and consistent with past practices;]
(i) any resignation or termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(lj) Any changes in receipt of notice that there has been a loss of, or material order cancellation by, any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects major customer of the Company;
(k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company with respect to any of its material properties or assets, except liens for taxes not yet payable;
(l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(m) Any any declaration, setting aside or payment of dividends or other distribution with respect to any of the Company's capital stock or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(n) to the best of the Company's knowledge, any other event or condition of any character, character that could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company; orCompany (as such business is presently conducted);
(no) Any arrangements any agreement or commitment by the Company to do perform any of the acts described in subsection (a) through (m) above.this Section 2.14; or
Appears in 1 contract
Changes. Since the Statement Date, there has not been:
(ai) Any any change in the assets, liabilities, financial condition or operations of the Company from that reflected in or the Financial Statements, other than Subsidiary except changes in the Ordinary Course ordinary course of Business, none of business which individually or have not been in any case materially adverse and except that the aggregate has had or is expected Company and the Subsidiary have continued to have a material adverse effect on incur operating losses consistent with the assets, liabilities, financial condition, operations or prospects of budgets previously provided to the CompanyPurchasers;
(bii) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, properties or business or prospects or financial condition of the CompanyCompany or the Subsidiary;
(eiii) Any any waiver or compromise by the Company or the Subsidiary of a material valuable right or of a material debt owed to it;
(fiv) Any direct or indirect any loans in excess of $10,000 made by the Company or the Subsidiary to any shareholdertheir respective employees, employee, officer officers or director of the Company, directors other than travel advances made in the Ordinary Course ordinary course of Businessbusiness (other than loans repaid in connection with the issuance of the Series B Shares);
(gv) Any any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or the Subsidiary, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company and the Subsidiary (as such business is presently conducted and as it is proposed to be conducted) (other than the discharge of certain indebtedness in connection with the issuance of the Series B Shares);
(vi) any material change or amendment to a material contract or arrangement by which the Company or the Subsidiary or any of their respective assets or properties is bound or subject;
(vii) any material change in any compensation arrangement or agreement with any employee, officer, director employee of the Company or shareholderthe Subsidiary;
(hviii) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany or the Subsidiary;
(lix) Any changes in any Applicable Contract which materially resignation or termination of employment of any key officer of the Company or the Subsidiary (and adversely affects the businessCompany, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer);
(x) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or the Subsidiary;
(xi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or the Subsidiary, with respect to any of their respective material properties or assets, liabilitiesexcept liens for taxes not yet due or payable;
(xii) any declarations, financial conditionsetting aside or payment or other distribution in respect of any of the Company's capital stock, operations or prospects any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(mxiii) Any since February 12, 1999, any incurrence of indebtedness by the Company or the Subsidiary (other than accounts payable incurred in the ordinary course of business);
(xiv) to the best of the Company's knowledge, the occurrence of any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that materially and adversely affected affects the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company; orCompany and the Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(nxv) Any arrangements the making of an agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 3.9, other than as contemplated hereby.
Appears in 1 contract
Sources: Series a Preferred Stock and Warrant Purchase Agreement (Cais Internet Inc)
Changes. Since the Statement Latest Balance Sheet Date, (i) the Company has operated in the Ordinary Course of Business in all respects, (ii) there has been no event, occurrence, or development that, individually or in the aggregate, constituted a Material Adverse Effect, and (iii), without limiting the generality of the foregoing, there has not beenbeen any:
(a) Any material change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than those changes that have occurred in the Ordinary Course of Business;
(b) hiring or offer to hire, none of which individually or in the aggregate has had any resignation or is expected to have a material adverse effect on the assetstermination of, liabilitiesany director, financial condition, operations officer or prospects other employee of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any material damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition insurance to any property of the Company;
(e) Any waiver by disposition or sale, transfer, assignment or other disposition of any of the Company of a material right assets shown or of a material debt owed to itreflected in the Financial Statements;
(f) Any direct forgiveness or indirect loans made cancellation of any Indebtedness or claim or a waiver of any right of material value by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in capital investment in, any compensation loan to, or any acquisition of, the securities or assets of any other Person by the Company, whether by merger, consolidation, purchase of assets or equity interests or by any other manner, or a Contract, letter of intent or similar arrangement or agreement with any employee, officer, director or shareholderrespect to the foregoing;
(h) Any declaration incurring, assuming or payment guaranteeing of any dividend material Liabilities or other distribution material Indebtedness of the assets of any kind by the Company;
(i) Any labor organization activitycapital expenditure (or series of related capital expenditures) by the Company involving more than $10,000 (unless such capital expenditure is fully funded prior to the Effective Date);
(j) Any debt, obligation Tax election or liability incurred, assumed or guaranteed by change to any Tax election of the Company; change in annual accounting period; adoption or change in any accounting method with respect to Taxes; filing of any amended Tax Return; entering into any closing agreement, except those for immaterial amounts and for current liabilities incurred in settling or compromising of any proceeding with respect to any Tax claim or assessment; surrendering any right to claim a refund of Taxes; or consenting to any extension or waiver of the Ordinary Course of Businesslimitation period applicable to any Tax claim or assessment relating to the Company;
(k) Any sale, assignment forgiveness or transfer cancellation of any patents, trademarks, copyrights, trade secrets debt or other intangible assets other than licenses entered into in claim or a waiver of any right by the Ordinary Course of BusinessCompany;
(l) Any changes in any Applicable Contract which materially and adversely affects amendment to the businessCompany’s Organizational Documents;
(m) adoption of a plan of complete or partial liquidation, assetsdissolution, liabilitiesmerger, financial condition, operations consolidation or prospects recapitalization of the Company;
(mn) Any other event modification, amendment to, termination or condition waiver of any character, rights under any Employee Benefit Plan or Material Contract in any material respect or entry into any new Employee Benefit Plan or Material Contract;
(o) increase to the Knowledge rate of the Company thatcompensation or benefits of, either individually or cumulativelypayment of any benefit to, has materially and adversely affected the businessany present or former director, assets, liabilities, financial condition, operations officer or prospects employee of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.;
Appears in 1 contract