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 DateJune 30, 2001, 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 6 contracts
Sources: Securities Purchase Agreement (One Voice Technologies Inc), Securities Purchase Agreement (Versacom International Inc), Securities Purchase Agreement (Advanced Optics Electronics 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 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 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, 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 the Statement Date, each of the Group Companies has (i) operated its business (including the Business), in the ordinary course consistent with its past practice, (ii) used its best efforts to preserve its business (including the Business), (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into Contracts except those in the ordinary course of business consistent with past practice. Except as listed in Section 3.15 of the Disclosure Schedule, since the Statement Date, there has not been any Material Adverse Effect or any material change in the way the Group conducts its business (including the Business), and there has not been:
(ai) 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 intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice;
(ii) any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof, or any sale or disposition of any business or division thereof;
(iii) any waiver, termination, cancellation, settlement or compromise of a valuable right, debt or claim;
(iv) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any Lien (other than Permitted Liens) or (2) any Indebtedness or guarantee, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;
(v) any amendment to or termination of any Material Contract (including any amendment or termination due to the Investor’s subscription of Series B-2 Preferred Shares), any entering of any new Contract that would have been a material adverse Material Contract if in effect on the assetsdate hereof, liabilitiesor any amendment to or waiver under any Charter Document;
(vi) any material change in any compensation arrangement or Contract with any employee, financial conditionor adoption of any new Benefit Plan, operations or prospects made any change in any existing Benefit Plan;
(vii) any declaration, setting aside, dividend payment or other distribution in respect of the any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company;
(bviii) 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, financial condition, operation or business or prospects or financial condition of the any Group Company;
(eix) Any waiver by the Company any change in accounting methods or practices or any revaluation of a material right or any of a material debt owed to itits assets;
(fx) Any direct any change in the approved or indirect loans made by registered business scope of any Group Company established in the Company PRC or any change 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 Consent held by such Group Company;
(ixi) Any labor organization activityexcept in the ordinary course of business consistent with its past practice, entry into any closing agreement in respect of material Taxes, settlement of any claim or assessment in respect of any material Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material amount of additional Tax or filing of any material amended Tax Return;
(jxii) Any debt, obligation any commencement or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course settlement of Businessany Action;
(kxiii) Any any authorization, sale, assignment issuance, transfer, pledge or transfer other disposition of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course Equity Securities 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 Group Company;
(mxiv) Any other event any resignation or condition termination of any characterKey Employee, any indication of a Key Employee’s intention to the Knowledge terminate his/her employment with any Group Company, or any resignation or termination of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects any group of the employees of any Group Company;
(xv) any transaction with any Related Party; or
(nxvi) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethe preceding paragraphs of this Section 3.15.
Appears in 3 contracts
Sources: Series B 2 Preferred Share Subscription Agreement (YY Inc.), Series B 2 Preferred Share Subscription Agreement (HUYA Inc.), Series B 2 Preferred Share Subscription Agreement (HUYA Inc.)
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 DateDecember 31, 2001, 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 3 contracts
Sources: Securities Purchase Agreement (Valcom Inc /Ca/), Securities Purchase Agreement (Briazz Inc), Securities Purchase Agreement (Path 1 Network Technologies 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 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 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 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 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 DateNovember 30, 2001, 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 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, 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, or 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 2 contracts
Sources: Securities Purchase Agreement (Bestnet Communications Corp), Stock Purchase Agreement (Bestnet Communications Corp)
Changes. Since December 31, 2002, except as disclosed in any 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 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 2 contracts
Sources: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Nestor Inc)
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 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 December 31, 2004, except as disclosed in any 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 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 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 2 contracts
Sources: Securities Purchase Agreement (Nestor Inc), Securities Purchase Agreement (Nestor Inc)
Changes. Since the Statement DateSeptember 30, 2001, 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 2 contracts
Sources: Securities Purchase Agreement (Gosun Communications LTD Inc), Securities Purchase Agreement (One Voice Technologies 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 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 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, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Statement Date, no Material Adverse Effect has occurred. Except for those disclosed in Section 3.10 of the Company Disclosure Schedule or as expressly provided in the Transaction Documents, since the Statement Date, there has not been:
(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 assets, liabilities, financial condition, operations purchase or prospects sale of inventory in the Companyordinary course of business consistent with its past practice;
(b) Any resignation any acquisition (by merger, consolidation or termination other combination, or acquisition of stock or assets, or otherwise) of any officer business or key employee of the Company; and the Companyother Person or division thereof, to the best of its Knowledge, does not know of the impending resignation or termination of employment any sale or disposition of any such officer business or key employeedivision thereof;
(c) Any material change in the contingent obligations any sale, assignment, exclusive license, or transfer of any Intellectual Property of any Group Company (other than a transfer to the Company by way of guaranty, endorsement, indemnity, warranty or otherwisea wholly-owned Group Company);
(d) Any any waiver, termination, cancellation, settlement or compromise of a valuable right, debt or claim;
(e) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (A) any material Lien (other than Permitted Liens) or (B) any Indebtedness (other than Indebtedness incurred, created, assumed, repaid, satisfied or discharged in the ordinary course of business provided that such Indebtedness in the ordinary course of business of all of the Group Companies does not exceed US$5,000,000 in the aggregate) or guarantee, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;
(f) any amendment to or termination of any Material Contract, any entering of any new Contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Document;
(g) any change in any compensation arrangement or Contract with any employee of any Group Company, or adoption of any new Benefit Plan, or made any material change in any existing Benefit Plan;
(h) any declaration, setting aside or payment or other distribution in respect of any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company;
(i) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operation or 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 Group Company;
(i) Any labor organization activity;
(j) Any debtany material change in accounting principles, obligation methods or liability incurred, assumed practices or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course any revaluation of Businessany of its assets;
(k) Any saleexcept in the ordinary course of business consistent with its past practice, assignment or transfer settlement of any patentsclaim or assessment in respect of any material Taxes, trademarksentry or change of any material Tax election, copyrights, trade secrets change of any method of accounting resulting in a material amount of additional Tax or other intangible assets other than licenses entered into in the Ordinary Course filing of Businessany material amended Tax Return;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations commencement or prospects settlement of the Companyany material Action;
(m) Any any authorization, sale, issuance, transfer, pledge or other event or condition disposition of any character, to the Knowledge Equity Securities of the any Group Company;
(n) any resignation or termination of any Key Employee of any Group Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects any material group of the employees of any Group Company;
(o) any transaction with any Related Party; 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 3.10.
Appears in 2 contracts
Sources: Share Purchase Agreement (Baidu, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)
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, 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 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 right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company labor organization activity related 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;
(jg) 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;
(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, or operations or prospects of the Company;
(mj) 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 arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mi) above.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp), Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings 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 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 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 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 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 September 30, 2005, except as disclosed in any 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 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 2 contracts
Sources: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp)
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 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, 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 Statement Date, there has not beenbeen to the Borrower's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company Borrower 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 CompanyBorrower; and the CompanyBorrower, to the best of its Knowledgeknowledge after due inquiry, 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 Borrower by way of guaranty, endorsement, indemnity, warranty indemnity or otherwisewarranty;
(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 CompanyBorrower;
(e) Any waiver by the Company Borrower of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company Borrower to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of BusinessBorrower;
(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 CompanyBorrower;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyBorrower, 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 materially and adversely affects the business, assets, liabilities, financial condition, operations Borrower is a party or prospects of the Company;by which it is bound which has resulted 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 resulted in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Changes. Since the Statement DateSeptember 30, 1997, 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 C Preferred Stock Purchase Agreement (Macrovision Corp)
Changes. Since the Statement DateMarch 31, 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 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 D Preferred Stock Purchase Agreement (Women Com Networks 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 the Statement DateJune 30, 2000, 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: Convertible Note Purchase Agreement (Advanced Optics Electronics 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 DateSeptember 30, 2001, 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 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 Except as disclosed on Schedule 2 hereto, since the Statement Balance Sheet Date, there has not been:
(a) Any change neither the Company nor the Subsidiary has: discharged or satisfied any material Liens other than those securing current liabilities in the ordinary course of business consistent with past practice; paid any material obligation or liability other than current liabilities in the usual and ordinary course of business; mortgaged, pledged, or subjected to or suffered any Liens on any of its material assets, liabilitiestangible or intangible; sold, financial condition transferred or operations leased any of the Company from that reflected its material assets except in the Financial Statementsusual and ordinary course of business; cancelled or compromised any material debt or claim, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had waived or is expected to have a released any material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of right; suffered 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 physical damage, destruction or loss, loss (whether or not covered by insurance); entered into any material transaction other than in the usual and ordinary course of business except for this Agreement; encountered any labor difficulties or labor union organizing activities; declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding capital stock; made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted; made any loans to its employees, officers, or directors in excess of $1,000 other than travel advances made in the ordinary course of business; made any extraordinary increases in the compensation of any of its employees, officers, or directors; suffered or caused any other event or condition of any character that has materially and adversely affecting the properties, affected its business or prospects prospects; or financial condition entered into any agreement, or otherwise obligated itself, to do any of the Company;
(e) Any waiver by foregoing. Material Agreements of the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by Except as disclosed on Schedule 2 hereto, neither the Company nor the Subsidiary is a party to any shareholderwritten or oral: agreement with any labor union; agreement for the purchase of material fixed assets or for the purchase of materials, employeesupplies or equipment in excess of normal operating requirements; agreement for the employment of any officer, individual employee or other Person on a full-time basis or any agreement with any Person for consulting services, in each case not terminable at will; bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding with respect to any or all of the employees of the Company or the Subsidiary or any other Person; material indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing indebtedness for borrowed money or subjecting any material asset or property of the Company or the Subsidiary to any Liens or evidencing any material indebtedness; guaranty of any material indebtedness; any agreement to which any stockholder, officer or director of the CompanyCompany or Subsidiary, or any "affiliate" or "associate" of such persons (as such terms are defined in the rules and regulations promulgated under the federal Securities Act of 1933, as amended (the "Act")) is presen a party which pertains to the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity; lease or agreement other than advances made as described in the Ordinary Course of Business;
(g) Any material change in under which the Company or the Subsidiary is lessee of or holds or operates any compensation arrangement property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum; lease or agreement under which the Company is lessor or permits any Person to hold or operate any material property, real or personal, owned or controlled by the Company; agreement obligating the Company or the Subsidiary to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property; covenant not to compete or other restriction on the Company's ability to conduct its business as presently conducted; or agreement other than those described in paragraphs (a)-(k) above that (i) are not cancelable on 30-day notice and (ii) require future expenditures of the Company or its Subsidiary in excess of $100,000 per annum or pursuant to which the Company or such Subsidiary will receive in exc of $200,000 per annum. Tax Returns and Audits All required federal, state and local tax returns of the Company have been prepared and duly and timely filed, and all material federal, state and local taxes required to be paid with respect to the periods covered by such returns have been paid, or the Company has made provision for the payment of the same. There are no outstanding agreements by the Company for the extension of time for the assessment of any employeetax. The Company is not, officerand has not been, director or shareholder;
(h) Any declaration or delinquent in the payment of any dividend material tax, assessment or other distribution governmental charge. The Company does not currently have any material tax deficiency proposed or assessed against it, has no knowledge of any proposed liability for any tax to be imposed upon the Company's or the Subsidiary's properties or assets for which there is not adequate reserve in the financial statements referenced in Section 2.9, and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. To the Company's best knowledge, none of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation 's federal income tax returns nor any state income or liability incurred, assumed or guaranteed franchise tax returns has ever been audited 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) abovegovernmental authorities.
Appears in 1 contract
Sources: Series D Convertible Preferred Stock and Warrant Purchase Agreement (Daka International Inc)
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 the Statement DateMarch 31, 2001, 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: Convertible Note Purchase Agreement (Idial Networks 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 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 DateExcept as described on Schedule 3.9, since December 31, 2010, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from event 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 could reasonably be expected to have a material adverse effect on adversely affect the assets, liabilities, financial condition, business, results of operations or prospects of the CompanyCompany or any of its Subsidiaries in any material manner;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; Company or any of its 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 by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely with respect or affecting the properties, business business, assets or prospects or financial condition of the CompanyCompany or any of its Subsidiaries;
(ed) Any waiver or compromise by the Company or any of its Subsidiaries of a material valuable right or of a material debt owed to itthem;
(fe) 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;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of the Company or any of its Subsidiaries;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(h) Any labor organization activity related to the Company or any of its Subsidiaries;
(i) Any labor organization activity;
(j) Any debt, obligation or liability debt 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;
(j) Any sale, mortgage, pledge, license, transfer, lease or other assignment of any Intellectual Property (as defined below) owned or licensed by the Company or any of its Subsidiaries, other than those listed under Schedule 3.11(d);
(k) Any sale, assignment or transfer of material change in any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of BusinessMaterial Contract;
(l) Any changes in sale, mortgage, pledge, transfer, lease or other assignment of any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Companytangible assets of the Company or any of its Subsidiaries outside of the ordinary course of business;
(m) Any capital expenditure by the Company or any of its Subsidiaries in excess of $10,000;
(n) to the Company’s knowledge, any other event or condition of any charactercharacter that would reasonably be expected to materially and adversely affect the assets, to the Knowledge properties, financial conditions, operating results or business of the Company that, either individually or cumulatively, has materially its Subsidiaries (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is presently proposed to be conducted); or
(no) Any arrangements arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (mn) above.
Appears in 1 contract
Changes. Since September 30, 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 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 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 CompanyFounder 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 September 30, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any any change in the assetsbusiness, 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, properties or operations or prospects of the Company, which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect;
(b) Any any resignation or termination of any officer 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 or termination of employment of any such officer or key employee;
(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 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 to the Company's knowledge, after due inquiry, any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any 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 any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any to the Company's knowledge, any labor organization activityactivity related to the Company;
(j) Any 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 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 any change in any Applicable Contract material agreement to which materially and adversely affects the businessCompany is a party or by which it is bound which, assetseither individually or in the aggregate, liabilitieshas had, financial conditionor could reasonably be expected to have, 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 the businesshad, assetsor could reasonably be expected to have, liabilities, financial condition, operations or prospects of the Companya Material Adverse Effect; or
(n) Any arrangements any 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 Datedate of the Financial Statements, and except as may be set forth in the 2006 Form 10-KSB and 2007 Form 10-QSB, 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 of Business;
(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;
(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;
(ml) 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
(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 Purchase Agreement (Auriga Laboratories, Inc.)
Changes. Since the Statement DateExcept as described on Schedule 4.9, since June 30, 2010, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from event 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 could reasonably be expected to have a material adverse effect on adversely affect the assets, liabilities, financial condition, business, results of operations or prospects of the CompanyCompany or any of its Subsidiaries in any material manner;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; Company or any of its 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 by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely with respect or affecting the properties, business business, assets or prospects or financial condition of the Companyor any of its Subsidiaries;
(ed) Any waiver or compromise by the Company or any of its Subsidiaries of a material valuable right or of a material debt owed to itthem;
(fe) 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;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of the Company or any of its Subsidiaries;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(h) Any labor organization activity related to the Company or any of its Subsidiaries;
(i) Any labor organization activity;
(j) Any debt, obligation or liability debt 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;
(j) Any sale, mortgage, pledge, license, transfer, lease or other assignment of any Intellectual Property (as defined below) owned or licensed by the Company or any of its Subsidiaries;
(k) Any sale, assignment or transfer of material change in any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of BusinessMaterial Contract;
(l) Any changes in sale, mortgage, pledge, transfer, lease or other assignment of any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Companytangible assets of the Company or any of its Subsidiaries outside of the ordinary course of business;
(m) Any capital expenditure by the Company or any of its Subsidiaries in excess of $10,000;
(n) to the Company’s knowledge, any other event or condition of any charactercharacter that would reasonably be expected to materially and adversely affect the assets, to the Knowledge properties, financial conditions, operating results or business of the Company that, either individually or cumulatively, has materially its Subsidiaries (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is presently proposed to be conducted); or
(no) Any arrangements arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (mn) above.
Appears in 1 contract
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 this Section 2.15; or
(ap) through (m) aboveany issuance or sale of any shares of the capital stock or other securities of the Company, grant of any options with respect thereto, or any modification of any of the capital stock of the Company.
Appears in 1 contract
Sources: Stock Purchase and Master Strategic Relationship Agreement (Commerce One Inc)
Changes. Since the Statement Date, there has not beenbeen to the ------- Borrower's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company Borrower 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 CompanyBorrower; and the CompanyBorrower, to the best of its Knowledgeknowledge after due inquiry, 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 Borrower by way of guaranty, endorsement, indemnity, warranty indemnity or otherwisewarranty;
(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 CompanyBorrower;
(e) Any waiver by the Company Borrower of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company Borrower to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of BusinessBorrower;
(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 CompanyBorrower;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyBorrower, 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 materially and adversely affects the business, assets, liabilities, financial condition, operations Borrower is a party or prospects of the Company;by which it is bound which has resulted 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 resulted in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
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, 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 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 March 31, 2007, except as disclosed in any 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 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 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 executive 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 assets; Table of Business;Contents
(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 To the Statement Datebest of the Company's knowledge, since June 30, 1999, there has not been:
(ai) 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 Company;materially 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;
(dii) 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);
(eiii) Any waiver or compromise by the Company of a material valuable right or of a material debt owed to it;
(fiv) 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);
(gv) Any material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(vi) 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;
(kvii) 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;
(lviii) Any changes in resignation or termination of employment of any Applicable Contract which materially 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;
(ix) 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;
(mx) 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;
(xi) 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;
(xii) 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;
(xiii) 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
(nxiv) Any arrangements agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.18.
Appears in 1 contract
Sources: Series E Preferred Stock and Warrant Purchase Agreement (Applied Voice Recognition Inc /De/)
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 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 (United Energy Corp /Nv/)
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 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 that 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 including compensation agreements with the Company's employees; 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 (Array Biopharma 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 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 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 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 DateJune 30, 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, character relating to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected or is reasonably expected to have a material effect on the business, assets, liabilities, financial condition, or results of 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 (Socket Communications Inc)
Changes. Since August 31, 2002, except as disclosed in any 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 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 (Ventures National 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 Company, 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, the Subsidiary or of any of the PRC Entities (as such businesses are currently conducted and are proposed to be conducted);
(ec) Any any waiver by the Company Company, 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, 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 the Ordinary Course Subsidiary or any of Businessthe PRC Entities (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, 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 neither the Company nor the Founder 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 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, 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, 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, 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, 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 or by the Subsidiary;
(m) Any to the Company’s or the Founder’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 Company, 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, the Subsidiary or any of the PRC Entities of any capital expenditure or any capital commitment in excess of US$100,000;
(o) change by the Company, 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: Series a Preferred Shares Purchase Agreement (eLong, 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 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 DateMarch 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, other than the closure of the Company's Osley & Whitney subsidiary;
(b) Any Except with respect to J. Terence Feeley, any resignation or termination of ▇▇▇▇▇▇▇▇▇▇▇ ▇f 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, other than as disclosed in the SEC Documents;
(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
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 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 Except as disclosed in the Statement DateDisclosure Schedule, since December 31, 1997, the date of the latest audited balance sheet included in the Financial Statements (the "Latest Balance Sheet"), 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 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;
(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 assets, properties, financial condition, operating results, prospects or business of the Company (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 the Company or any of its assets or properties is bound or subject;
(f) Any direct any resignation or indirect 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;
(g) 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;
(h) any loans or 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;its business; or
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by to 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 best of 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, prospects 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
Sources: Convertible Subordinated Secured Note and Warrant Purchase Agreement (Bluestone Software Inc)
Changes. Since June 30, 2002, except as disclosed in any SEC Report or in SCHEDULE 4.8 or any other schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) 4.8.1 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) 4.8.2 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) 4.8.3 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) 4.8.4 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) 4.8.5 Any waiver by the Company of a material right or of a material debt owed to it;
(f) 4.8.6 Any material 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) 4.8.7 Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) 4.8.8 Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) 4.8.9 Any labor organization activityactivity related to the Company;
(j) 4.8.10 Any material 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) 4.8.11 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 BusinessIntellectual Property (as defined herein);
(l) 4.8.12 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) 4.8.13 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) 4.8.14 Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) 4.8.1 through (m) 4.8.13 above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tidel Technologies Inc)
Changes. Since December 31st, 2003, except as disclosed in any 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 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 (Ophthalmic Imaging Systems)
Changes. Since the Statement Balance Sheet Date, there has not beenbeen to the Company’s knowledge:
(a) 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 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 covered by insurance or not, materially and adversely affecting the assetsbusiness, liabilities, properties or financial condition, operations or prospects condition of the Company;
(bc) Any waiver or compromise by the Company of a valuable right or 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 those in the ordinary course of business that are not material to the business, properties or financial condition of the Company;
(e) Any change to a material contract or agreement by which the Company or any of its assets is bound or to which the Company is subject which materially and adversely affects the business, assets, liabilities, financial condition or operations of the Company;
(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; [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(h) Any resignation or termination of employment of any officer or key employee of the Company; and ;
(i) Any mortgage, pledge, transfer or a security interest in, or lien, created by the Company, with respect to any of the best Company’s material properties or assets, except liens for taxes not yet due or payable and those which arise in the ordinary course of business and do not materially impair the Company’s ownership or use of its Knowledge, does not know of the impending resignation material property or termination of employment of any such officer or key employeeassets;
(cj) 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 and other advances made in the ordinary course of business;
(k) Any declaration, setting aside, 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 a repurchase by the Company of shares of its Common Stock pursuant to the right of first refusal set forth in the Company’s Bylaws;
(l) 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 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;
(jm) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, 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 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; orand
(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
Changes. Changes" \l 2. Since the Statement DateMarch 31, 2002, there has not been:
(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 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 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, condition or 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, 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 (Metropolitan Health Networks 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 Knowledge, Company 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 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 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
Sources: Securities Purchase Agreement (Cambridge Holdings LTD)
Changes. Since December 31, 1998, the Statement DateCompany and each of its Subsidiaries has conducted its business in the ordinary course and in a manner consistent with past practices and, since such date, except as disclosed in Exhibit C, there has not been:
(a) Any any material change in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates;
(b) any material commitment or transaction (including without limitation any borrowing or capital expenditure) other than in the ordinary course of business;
(c) any material liability or transaction, except in the ordinary course of business and consistent with past practice;
(d) any change in the assets, liabilities, financial condition or operations operating results of the Company and its Subsidiaries from that reflected in the Company Financial Statements, other than except changes in the Ordinary Course ordinary course of Business, none of business which individually or have not been 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 Companymaterially adverse;
(be) Any resignation any declaration or termination making of any officer payment or key employee distribution of the Company; cash or other property to a stockholder with respect to its stock or otherwise, except for normal salaries and the Companyexpense reimbursement, or any purchase or redemption of any shares of its capital stock;
(f) any mortgage or pledge of any of its properties or assets or any subjecting of them to any lien, security interest, charge, or other encumbrance, except liens or current property taxes not yet due and payable;
(g) any sale, assignment, or transfer of any patents, trademarks, service marks, trade names, copyrights, trade secrets, or other intangible assets or, to the best of its Knowledgethe Company's knowledge, does not know of the impending resignation or termination of employment unauthorized disclosure of any such officer or key employeeproprietary confidential information;
(ch) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction destruction, or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects, or business or prospects or financial condition of the Company(as such business is presently conducted and as it is proposed to be conducted);
(ei) Any any waiver by the Company of a material any valuable right or of a any material debt owed to itdebt;
(fj) Any direct any discharge or indirect loans made by the Company to satisfaction of any shareholderlien, employeeclaim, officer or director encumbrance, or payment of the Companyany of its obligations, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and which is not material to its assets, properties, financial condition, operating results, or business (as such business is presently conducted and as it is proposed to be conducted);
(gk) Any any change or amendment of or default under any material contract or arrangement by which the Company or any of its Subsidiaries or any of the assets or properties of the Company or any of its Subsidiaries are bound or subject;
(l) any material change in any compensation arrangement or agreement with any executive officer or key 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 any default under any material contract or agreement or any indenture or debt;
(n) any loans or advances to, or guarantees for the benefit of, any person; or
(o) to the best of the Company's knowledge, 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 affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company; or
Company and its Subsidiaries, taken as a whole (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
Sources: Series E Preferred Stock Purchase Agreement (Insweb Corp)
Changes. Since January 31, 2004, except as disclosed in any 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 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 DateDecember 31, 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 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 dividend, any other distribution of any securities (other than in the ordinary course of business) or 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, pledge, assignment or transfer of any material tangible assets or 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;
(m) Any payment, discharge, satisfaction or settlement of any material claim or obligation of the Company, except in the ordinary course of business and consistent with past practice;
(n) Any write-down of the value of any asset of the Company or any write-off as uncollecible of any accounts or notes receivable or any portion thereof except in the ordinary course of business;
(o) Any expenditure or commitment or addition to property, plant or equipment of the Company except in amounts less than $250,000 in the singular or in the aggregate;
(p) Any change in the independent public accountants of the Company or any material change in the accounting methods or accounting practices followed by the Company or any material change in depreciation or amortization policies or rates;
(q) Any receipt of notice that there has been a loss of, or material order cancellation by, a major customer, advertiser or sponsor of the Company;
(r) Any change in the Company's accounting methods, principles or practices and the Company has not made any new elections with respect to Taxes (as defined herein) or any changes in the current elections with respect to Taxes; or
(s) 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: Purchase Agreement (Improvenet 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 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;
(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 1 contract
Sources: Third Series F Preferred Stock and Warrant Purchase Agreement (Greenlight Capital LLC)
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)