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 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 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 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 Date, the Group has operated its business in the ordinary course consistent with its past practice, there has not beenbeen any Material Adverse Effect, and there has not been by or with respect to any Group Company:
(a) Any change in the assetsany purchase, liabilitiesacquisition, financial condition sale, lease, disposal of or operations other transfer of the Company from any assets that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which are individually or in the aggregate has had material to its business, whether tangible or is expected to have a material adverse effect on intangible, other than the purchase or sale of inventory in the ordinary course of business consistent with its past practice, or any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, liabilities, financial condition, operations or prospects otherwise) of the Companyany business or other Person or division thereof;
(b) Any resignation any waiver, termination, settlement or termination compromise of any officer a valuable right or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeea material debt;
(c) Any any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material change Lien (other than Permitted Liens) or (2) any material indebtedness or guarantee, or the making of any material loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the contingent obligations ordinary course of business consistent with its past practice), or the Company by way making of guaranty, endorsement, indemnity, warranty any material investment or otherwisecapital contribution;
(d) Any any declaration, setting aside or payment or other distribution in respect of any equity securities, or any direct or indirect redemption, purchase or other acquisition of any equity securities;
(e) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilitiesproperties, financial condition, operations or prospects business of the any Group Company;
(mf) Any other event any material change in accounting methods or condition practices or any revaluation of any characterof its assets;
(g) except in the ordinary course of business consistent with its past practice, settlement of any material claim or assessment in respect of any taxes, or consent to the Knowledge any extension or waiver of the Company thatlimitation period applicable to any material claim or assessment in respect of any taxes, either individually entry or cumulativelychange of any tax election, has materially and adversely affected the business, assets, liabilities, financial condition, operations change of any method of accounting resulting in any amount of additional tax or prospects filing of the Companyany amended tax return;
(h) any commencement or settlement of any material legal action; or
(ni) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.12.
Appears in 3 contracts
Sources: Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD)
Changes. Since Except as disclosed in the Statement DateUnaudited Financial Statements and subject to the exceptions identified in Exhibit B, since the date of the Financial Statements there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of UniDial as shown on the Company from that reflected in balance sheet as of the date of the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, or operations or prospects of the Company;
(b) Any resignation or termination change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company UniDial by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(dc) Any damage, destruction destruction, or loss, whether or not covered by insurance, materially and adversely affecting the properties, business business, financial condition, operations or prospects or financial condition of the CompanyUniDial;
(ed) Any waiver by the Company UniDial of a material right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company UniDial to any shareholder, employee, officer officer, or director of the CompanyUniDial, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the CompanyUniDial;
(ig) Any labor organization activity;
(jh) Any debt, obligation obligation, or liability incurred, assumed or guaranteed by the CompanyUniDial, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness.
(i) Any adverse change in any material agreement to which UniDial is a party or by which it or any of its assets are bound or subject, including compensation agreements with UniDial's employees;
(kj) Any saleTo the best of the Company's knowledge, assignment any other event or transfer condition of any patentscharacter that, trademarkseither individually or cumulatively, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which has materially and adversely affects affected, or, so far as the Company may now foresee, in the future may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event For the purposes of this Section 3.6, the terms "material" or condition "materially" shall mean an affect on value of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) abovemore than $100,000.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc)
Changes. Since the Statement 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 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 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 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 DateExcept as set forth on Schedule 4.13, since December 31, 2006 there has not been:
(a) Any any change in the assetsSpecified Assets, liabilities, financial condition or operations operating results of the Company Seller from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Specified Assets, properties, financial condition, operating results or Business of Seller;
(c) any waiver by Seller of a material right;
(d) any satisfaction or discharge of any lien, claim or Encumbrance or payment of any obligation by Seller, except in the ordinary course of business or prospects or and that is not material to the Specified Assets, properties, financial condition or operating results of Seller or the CompanyBusiness;
(e) Any waiver any material change or amendment to a Contract or arrangement by which Seller or any of the Company of a material right Specified Assets or of a material debt owed to itproperties is bound or subject;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderEmployee of Seller;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patentsIntellectual Property Rights or Intangibles, trademarksor disclosure of any proprietary or confidential information to any Person;
(h) any resignation or termination of employment of any key officer of Seller; and Seller does not know of the impending resignation or termination of employment of any such officer;
(i) any mortgage, copyrightspledge, trade secrets transfer of a security interest in, or other intangible assets other than licenses entered into lien, created by Seller, with respect to any of Seller’s properties or Assets, except liens for taxes not yet due or payable;
(j) receipt of notice that there has been a loss of any customer of Seller;
(k) any capital expenditures or commitments that were not included in Seller’s capital expenditure budget for the Ordinary Course of Businessfiscal year ending December 31, 2007;
(l) Any changes in to Seller’s knowledge, any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the businessSpecified Assets, assets, liabilitiesor the properties, financial condition, operations condition or prospects operating results of Seller or the CompanyBusiness; or
(nm) Any arrangements any agreement or commitment by the Company Seller or Seller to do any of the acts things described in subsection (a) through (m) abovethis Section 4.13.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Providence Service Corp)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company except for Sanford Nacht, and the Company, to the best of its Knowledgeknowledge, does not know of the no▇ ▇▇▇▇ ▇▇ ▇▇▇ impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event Receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; or;
(n) Any arrangements mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) Any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000; or
(p) Any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 5.9.
Appears in 2 contracts
Sources: Second Series F Preferred Stock and Warrant Purchase Agreement (Halpern Denny Iii Lp), Series F Preferred Stock Purchase Agreement (Halpern Denny Iii Lp)
Changes. Since the Statement Date, Date there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer officer, key employee or key employeegroup of employees;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or prospects business, operations or financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company or any direct or indirect redemption, purchase or other acquisition of the Company’s capital stock by the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current other liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement, collaboration, partnership or arrangement to which the Company is a party or by which it is bound that materially and adversely affects the business, assets, liabilities, financial condition, condition or operations or prospects of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; orCompany (as such business is presently conducted and as it is proposed to be conducted);
(n) Any arrangements satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(o) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(p) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; or
(q) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Collaborative Research Agreement (Codexis Inc), Collaborative Research Agreement (Codexis Inc)
Changes. Since the Statement 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 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 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 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 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 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 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 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 or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(g) Any labor organization activity related to the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound, which materially and adversely affects the business, assets, liabilities, financial conditioncondition or operations of the Company;
(j) Any loans made by the Company to or for the benefit of its employees, operations officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;
(k) Any resignation or termination of any executive officer or key employee of the Company, and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee;
(l) Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(m) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due and payable;
(n) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company;
(o) Any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(p) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; or
(nq) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (LendingClub Corp), Series B Preferred Stock Purchase Agreement (LendingClub Corp)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series B Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Changes. Since the Statement Dateinception, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of labor organization activity related to the Company;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(ki) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lj) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(nl) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mk) above].
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Changes. Since the Statement 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 Except as set forth in Schedule 3.9, since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, operations, business prospects, employee relations or operations customer or supplier relations of the Company from that reflected in the Financial StatementsLatest Balance Sheet, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations operations, business prospects, employee relations or prospects customer or supplier relations of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt or other obligation owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any redemption, repurchase, declaration or payment of any dividend or other distribution of the assets of the Company other than pursuant to agreements which have been approved by the Board and which permit the Company to repurchase shares of capital stock of the Company upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessor any material tangible assets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected or reasonably could be expected to materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any . For purposes of the acts described in this subsection (a) through (m) above), a material and adverse effect shall only be deemed to occur if its monetary impact exceeds, or with the passage of time, will exceed $100,000.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Netlibrary Inc), Series C Preferred Stock Purchase Agreement (Netlibrary Inc)
Changes. Since the Statement 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 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 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, 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 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 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 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 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 Dateinception of the Company's business, there ------- has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsBusiness Plan, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the any impending resignation or termination of employment of any such officer or key employee;
(ci) Any receipt of notice that there has been a loss of, or material change in the contingent obligations of the Company by way of guarantyorder cancellation by, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition any major customer of the Company;
(ej) Any waiver any mortgage, pledge, transfer of a security interest in, or lien, created by the Company Company, with respect to any of a its material right properties or of a material debt owed to itassets, except liens for taxes not yet due or payable;
(fk) Any direct any loans or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholder, employee, officer or director members of the Companytheir immediate families, other than travel advances and other advances made in the Ordinary Course ordinary course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessits business;
(l) Any changes any declaration, setting aside or payment or other distribution in respect to any Applicable Contract which materially and adversely affects of the businessCompany's capital stock, assetsor any direct or indirect redemption, liabilitiespurchase, financial condition, operations or prospects other acquisition of any of such stock by the Company;
(m) Any to the best of the Company's knowledge, any other event or condition of any charactercharacter that might materially and adversely affect the business, to the Knowledge properties, prospects or financial condition of the Company that, either individually or cumulatively, has materially (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is proposed to be conducted); or
(n) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Avantgo Inc), Series a Preferred Stock Purchase Agreement (Avantgo Inc)
Changes. Since the Statement 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 DateJune Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Past Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich has a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company, except for dividends due on the Company's Series A Preferred Stock;
(i) Any labor organization activityactivity involving the Company's employees;
(j) Any debt, obligation or liability (absolute, accrued or contingent) incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment assignment, pledge or transfer of tangible assets or any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company is a party or prospects of the Company;by which it is bound which has a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and Company except for Sanf▇▇▇ ▇▇▇▇▇, ▇▇d the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; or;
(n) Any arrangements any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(p) any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.9.
Appears in 1 contract
Sources: Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company or the Subsidiaries from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to could have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the CompanyCompany or any Subsidiary;
(b) Any resignation or termination of any officer or key employee of the CompanyCompany or of either of the Operating Subsidiaries; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company or any Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, which could materially and adversely affecting affect the properties, business or prospects or financial condition of the CompanyCompany or any Subsidiary;
(e) Any waiver waiver, forgiveness, cancellation or release by the Company or any Subsidiary of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company or any Subsidiary to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of BusinessCompany or any Subsidiary;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder, including the payment of any bonus;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any Subsidiary;
(i) Any To the Company's knowledge, any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any Subsidiary, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, transfer or transfer license of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in, or amendment or waiver of, any material agreement (including without limitation, credit agreements and bank loans) to which the Company or any Subsidiary is a party or by which it is bound;
(m) Any mortgage, pledge, encumbrance or lien on any property or assets, whether tangible or intangible, of the Company or any Subsidiary;
(n) Any employment, consulting, retention, change-in-control, collective bargaining or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement for the benefit of any officer, director, employee, sales representative, agent, consultant or shareholder of the Company or any Subsidiary;
(o) Any loss of any supplier, service provider, customer or employee that, individually or in the aggregate, could have or result in a material adverse effect on the Company or any Subsidiary;
(p) Any amendment, supplement, waiver or modification of the organizational documents of the Company or any Subsidiary, except as contemplated by this Agreement;
(q) Any change in any Applicable Contract which respect of the accounting practices, policies or principles of the Company or any Subsidiary;
(r) The sale of assets of the Company and the Subsidiaries amounting, in the aggregate, to more than $50,000;
(s) Any other event or condition of any character that, either individually or cumulatively, could materially and adversely affects affect, or has materially and adversely affected, the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event Company or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the CompanyOperating Subsidiaries; or
(nt) Any arrangements arrangement or commitment by the Company or any Subsidiary to do any of the acts described in subsection subsections (a) through (ms) above, or any failure to act that results in the occurrence of the acts described in subsections (a) through (s) above.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Asia Online LTD)
Changes. Since September 30, 2003, except as disclosed in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement Date, there has not been:
(aA) Any change in the assets, liabilities, financial condition or operations of the Company and its Subsidiaries from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial conditionbusiness, operations or prospects financial condition of the CompanyCompany and its Subsidiaries, taken as a whole;
(bB) Any resignation or termination of any officer or key employee officers of the CompanyCompany and its Subsidiaries; and the Company, to the best of its Knowledge, Company does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(cC) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company and its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany and its Subsidiaries;
(eE) Any waiver by the Company or any Subsidiary of a material valuable right or of a material debt owed to it;
(fF) Any direct or indirect loans made by the Company or any Subsidiary to any shareholder, employee, officer or director of the CompanyCompany or any Subsidiary, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any Subsidiary;
(iI) Any labor organization activity;
(jJ) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any Subsidiary, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kK) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lL) Any changes change in any Applicable Contract material agreement to which the Company or any Subsidiary is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects financial condition of the Company;Company and its Subsidiaries, taken as a whole; or
(mM) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects financial condition of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) aboveand its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Birch Telecom Inc /Mo)
Changes. Since June 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 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 Company Statement Date, the Company has conducted its business in the ordinary course consistent with past practice and there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Company Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; , and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in amounts;
(i) Any sale, transfer or lease of the Ordinary Course assets of Businessthe Company;
(j) Any physical damage, destruction or loss (whether or a Materially Adverse Effect;
(k) Any sale, assignment issuance or transfer sale of any patents, trademarks, copyrights, trade secrets shares of the capital stock or other intangible assets other than licenses entered into in securities of the Ordinary Course Company or grant of Businessany options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any changes in mortgage, pledge or lien incurred with respect to any Applicable Contract which materially and adversely affects of the business, assets, liabilities, financial condition, operations assets (tangible or prospects intangible) of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(n) Any transaction entered into by the Company other than in the ordinary course of business;
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Companyis reasonably likely to have a Materially Adverse Effect ; or
(np) Any arrangements or commitment agreement by the Company to do any of the acts things described in subsection the preceding clauses (a) through (mo) above(other than an agreement with Parent and its representatives regarding the transactions contemplated by this Agreement.)
Appears in 1 contract
Sources: Merger Agreement (Synergy 2000 Inc)
Changes. Since 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 Companyt▇▇ ▇▇▇▇▇▇▇, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
assets; (lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event Receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; 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: Series F Preferred Stock Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Changes. Since Except as set forth in the Schedule of Exceptions, since the Financial Statement Date, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition liabilities 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, liabilities or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; Since the date of the Financial statements it is expected that sales will decrease for fiscal 2007 as a result of ongoing supply issues with the Company’s major supplier for the OCT/SLO product, Newport Corporation. The Company’s payable to Newport Corporation has also increased. Both these issues have been addressed to the satisfaction of Newport and the CompanyCompany in a purchase order, to the best a draft of its Knowledgewhich is attached hereto, does not know of the impending resignation or termination of employment of any such officer or key employee;which deals with both supply and payable issues.
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(db) Any damage, destruction or loss, loss whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ec) Any 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 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 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 shareholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of 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 other liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(ki) Any sale, assignment or transfer of any patentspatent, trademarks, copyrights, trade secrets secret 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
(nj) Any arrangements or commitment by change in any material agreement to which the Company to do any of the acts described in subsection (a) through (m) aboveis a party or by which it is bound.
Appears in 1 contract
Changes. Since Except as set forth in Section 7.9 of the Company Disclosure Letter, since the Statement 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 officer, Key Employee 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 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, prospects or operations or prospects of the Company; or
(nk) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Changes. Since the Statement 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 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;
(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: Preferred and Common Stock Purchase Agreement (Array Biopharma Inc)
Changes. Since the Company Statement Date, the Company has conducted its business in the ordinary course consistent with past practice and there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Company Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; , and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred 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 by the Company of the capital stock or other intangible assets other than licenses entered into in securities of the Ordinary Course Company or grant by the Company of Businessany options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any changes in mortgage, pledge or lien incurred with respect to any Applicable Contract which materially and adversely affects of the business, assets, liabilities, financial condition, operations assets (tangible or prospects intangible) of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(n) Any transaction entered into by the Company other than in the ordinary course of business;
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Companyis reasonably likely to have a Materially Adverse Effect ; or
(np) Any arrangements or commitment agreement by the Company to do any of the acts things described in subsection the preceding clauses (a) through (mo) above(other than an agreement with Parent and its representatives regarding the transactions contemplated by this Agreement.)
Appears in 1 contract
Changes. Since the Statement Balance Sheet Date, the Company and its Subsidiaries have conducted their respective business only in the ordinary course of business and, except as set forth in Section 2.10 of the Disclosure Schedule, there has not been:
(a) Any any change in the assets, liabilities, condition (financial condition or other), properties, business or operations of the Company from that reflected or any of its Subsidiaries, which change by itself or in conjunction with all other such changes, whether or not arising in the Financial Statementsordinary course of business, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected would be reasonably likely 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 Lien placed on any of the Company; and properties of the Company, to the best Company or any of its KnowledgeSubsidiaries, does other than purchase money liens and liens for taxes not know of the impending resignation or termination of employment of any such officer or key employeeyet due and payable;
(c) Any material change other than the sale of inventory in the contingent obligations ordinary course of business, any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, or exclusive license of any material properties or assets by the Company by way or any of guarantyits Subsidiaries, endorsement, indemnity, warranty or otherwiseincluding any of their Intellectual Property;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business that has had or prospects or financial condition of the Companycould be reasonably likely to have a Material Adverse Effect;
(e) Any waiver any labor dispute or claim of unfair labor practices involving the Company or any of its Subsidiaries, any change in the compensation payable or to become payable by the Company or any of a material right its Subsidiaries to any of its officers or employees other than normal increases to employees made in the ordinary course of a material debt owed business, or any bonus or severance payment or arrangement made to itor with any of such officers or employees or any establishment or creation of any employment, deferred compensation or severance arrangement or employee benefit plan with respect to such persons or the amendment of any of the foregoing;
(f) Any direct any resignation, termination or indirect loans made by removal of any officer of the Company to or any shareholder, employee, officer of its Subsidiaries or director loss of key personnel of the Company or any of its Subsidiaries or change in the terms and conditions of the employment or engagement of the Company’s or any Subsidiary’s officers, other than advances made in the Ordinary Course of Businessdirectors or key personnel;
(g) Any material change in any compensation arrangement payment or agreement with any employee, officer, director discharge of a Lien or shareholder;
(h) Any declaration or payment of any dividend or other distribution Liability of the assets Company or any of its Subsidiaries which was not shown on the Company’s most recent publicly filed balance sheet or incurred in the ordinary course of business thereafter;
(i) Any labor organization activityany contingent Liability incurred by the Company or any of its Subsidiaries, including as guarantor or otherwise with respect to the obligations of others or any cancellation of any debt owed to the Company or (ii) any claim owing to, or waiver of any right of, the Company or any of its Subsidiaries, including any write-off or compromise of any accounts receivable other than in the ordinary course of business;
(i) any Liability incurred by the Company or any of its Subsidiaries to any of their respective officers, managers, stockholders, members or employees, or any loans or advances made by the Company or any of its Subsidiaries to any of their respective officers, managers, members or employees, except normal compensation and expense allowances payable to officers or employees in the ordinary course of business;
(j) Any debtany material change in accounting methods or practices, obligation collection policies, pricing policies or liability incurred, assumed payment policies of the Company or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course any of Businessits Subsidiaries;
(k) Any saleany material loss, assignment or transfer any known development that would reasonably be expected to result in a material loss, of any patentssignificant supplier, trademarkslicensor, copyrightslicensee, trade secrets customer, distributor or other intangible assets other than licenses entered into in account of the Ordinary Course Company or any of Businessits Subsidiaries;
(l) Any changes except as provided in this Agreement, any Applicable amendment or termination of any Material Contract to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company or prospects any of the Companyits Subsidiaries is a party or by which it is bound;
(m) Any other event any arrangements relating to any royalty or condition of any charactersimilar payment based on the revenues, to the Knowledge profits or sales volume of the Company thator any of its Subsidiaries, either individually or cumulatively, has materially and adversely affected whether as part of the business, assets, liabilities, financial condition, operations or prospects terms of the Company’s or any of its Subsidiaries equity interests or by any separate agreement;
(n) any material change by the Company or any of its Subsidiaries in methods of accounting for Tax purposes, any Tax election or any revocation thereof, or any settlement of any Tax audit, litigation or other proceeding;
(o) any other material transaction entered into by the Company or any of its Subsidiaries other than transactions in the ordinary course of business; or
(np) Any arrangements any agreement or commitment by understanding whether in writing or otherwise, for the Company or any of its Subsidiaries to do take any of the acts described actions specified in subsection paragraphs (a) through (mo) above.
Appears in 1 contract
Sources: Senior Preferred Stock Purchase Agreement (Feel the World, Inc.)
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 Latest Balance Sheet Date, (i) the Company has operated in the Ordinary Course of Business in all respects, (ii) there has been no event, occurrence, or development that, individually or in the aggregate, constituted a Material Adverse Effect, and (iii), without limiting the generality of the foregoing, there has not beenbeen any:
(a) Any material change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than those changes that have occurred in the Ordinary Course of Business;
(b) hiring or offer to hire, none of which individually or in the aggregate has had any resignation or is expected to have a material adverse effect on the assetstermination of, liabilitiesany director, financial condition, operations officer or prospects other employee of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any material damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition insurance to any property of the Company;
(e) Any waiver by disposition or sale, transfer, assignment or other disposition of any of the Company of a material right assets shown or of a material debt owed to itreflected in the Financial Statements;
(f) Any direct forgiveness or indirect loans made cancellation of any Indebtedness or claim or a waiver of any right of material value by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in capital investment in, any compensation loan to, or any acquisition of, the securities or assets of any other Person by the Company, whether by merger, consolidation, purchase of assets or equity interests or by any other manner, or a Contract, letter of intent or similar arrangement or agreement with any employee, officer, director or shareholderrespect to the foregoing;
(h) Any declaration incurring, assuming or payment guaranteeing of any dividend material Liabilities or other distribution material Indebtedness of the assets of any kind by the Company;
(i) Any labor organization activitycapital expenditure (or series of related capital expenditures) by the Company involving more than $10,000 (unless such capital expenditure is fully funded prior to the Effective Date);
(j) Any debt, obligation Tax election or liability incurred, assumed or guaranteed by change to any Tax election of the Company; change in annual accounting period; adoption or change in any accounting method with respect to Taxes; filing of any amended Tax Return; entering into any closing agreement, except those for immaterial amounts and for current liabilities incurred in settling or compromising of any proceeding with respect to any Tax claim or assessment; surrendering any right to claim a refund of Taxes; or consenting to any extension or waiver of the Ordinary Course of Businesslimitation period applicable to any Tax claim or assessment relating to the Company;
(k) Any sale, assignment forgiveness or transfer cancellation of any patents, trademarks, copyrights, trade secrets debt or other intangible assets other than licenses entered into in claim or a waiver of any right by the Ordinary Course of BusinessCompany;
(l) Any changes in any Applicable Contract which materially and adversely affects amendment to the businessCompany’s Organizational Documents;
(m) adoption of a plan of complete or partial liquidation, assetsdissolution, liabilitiesmerger, financial condition, operations consolidation or prospects recapitalization of the Company;
(mn) Any other event modification, amendment to, termination or condition waiver of any character, rights under any Employee Benefit Plan or Material Contract in any material respect or entry into any new Employee Benefit Plan or Material Contract;
(o) increase to the Knowledge rate of the Company thatcompensation or benefits of, either individually or cumulativelypayment of any benefit to, has materially and adversely affected the businessany present or former director, assets, liabilities, financial condition, operations officer or prospects employee of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.;
Appears in 1 contract
Changes. Since the Statement DateMarch 31, 1997, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial 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 C Preferred Stock Purchase Agreement (Women Com Networks Inc)
Changes. Since Except as contemplated by this Agreement, set forth on SCHEDULE 4.14 or reflected in any financial statement or note thereto referred to in Section 4.6 filed with the Statement DateCommission prior to the date hereof, since December 31, 1998, the Company and its Subsidiaries have conducted their businesses only in the ordinary and usual course, and there has not been:
(a) Any change in the assetsany change, liabilitiescondition, financial condition circumstance or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of event which individually or in the aggregate has had or is expected to would have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation other than as required by a change in generally accepted accounting principles, any change in accounting methods, principles or termination of any officer practices by the Company affecting its assets, liabilities or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeebusiness;
(c) Any material other than as required by a change in the contingent obligations of generally accepted accounting principles, any revaluation by the Company by way or any of guarantyits Subsidiaries of any of its assets, endorsementincluding without limitation, indemnity, warranty writing down the value of inventory or otherwisewriting off notes or accounts receivable other than in the ordinary course of business;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the propertiesfinancial condition, business or prospects results of operations of the Company and its Subsidiaries taken as a whole;
(e) any declaration, setting aside or financial condition payment of dividends or distributions in respect of the Shares or any redemption, purchase or other acquisition of any of its securities;
(f) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company;
(eg) Any waiver any issuance by the Company of, or commitment of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to issue, any shareholder, employee, officer shares of capital stock or director securities convertible into or exchangeable or exercisable for shares of capital stock other than pursuant to the stock option plans of the Company, other than advances made Company or the ESOP or as set forth in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder2.c. on SCHEDULE 4.3;
(h) Any declaration any increase in the benefits under, or payment the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of any dividend stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other distribution employee benefit plan, or any other increase in the compensation payable or to become payable to any Executive Officer or Senior Vice President of the assets of the CompanyCompany or any Subsidiary except as set forth in SCHEDULE 4.14;
(i) Any labor organization activity;any entry by the Company into any employment, consulting, termination or indemnification agreement with any Executive Officer or Senior Vice President of the Company or any Subsidiary or entry into any such agreement with any other person outside the ordinary course of business except as set forth in SCHEDULE 4.14; or
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment agreement by the Company to do any of the acts things described in subsection the preceding clauses (a) through (mi) aboveother than as expressly provided for herein.
Appears in 1 contract
Changes. Since During the Statement Daterelevant time period preceding this Agreement, there has have not been:
(a) Any change any material adverse changes in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsCompany, other than except such changes in the Ordinary Course ordinary course of Businessbusiness which have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or to which the Company or any of such assets or properties is subject;
f) any change in any compensation arrangement or agreement with any officer or director, or any change exceeding ten (10%) percent of the base salary of any other employee, officer, director or shareholder;
(g) to the best of Company’s knowledge, any change in any applicable laws, ordinances, or restrictions, or any judicial or administrative action, which would prevent, limit, impede, or render materially more costly the operation of Company’s business;
h) Any any declaration or payment of any dividend dividends or any distribution upon the Shares or any capital stock of Company;
i) any material indebtedness incurred for money borrowed or any other liabilities incurred, except for such payables incurred in the ordinary course of business;
j) any loans or advances to any person, other than ordinary advances for travel expenses or other distribution reimbursable employee expenses in accordance with the current policy of Company; or
k) to the assets best of the Company;
(i) Any labor organization activity;
(j) Any debt’s knowledge, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character which might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company; or
Company (n) Any arrangements or commitment by the Company as such business is presently conducted, and as it is proposed to do any of the acts described in subsection (a) through (m) abovebe conducted).
Appears in 1 contract
Changes. Since the Statement Date, there has not 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 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 the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company except for ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any shareholderstockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(ih) Any labor organization activity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
assets; (lk) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event Receipt of notice that there has been a loss of, or condition of material order cancellation by, any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects major customer of the Company; 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
Changes. Since December 31, 1995 (or as expressly set forth in the Statement DateOctober 26, 1996 unaudited financial statements, and except for transactions between the Company and a Subsidiary or between Subsidiaries of the Company) there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company or any Subsidiary from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness which have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, prospects or financial condition business of the CompanyCompany or any Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company or any Subsidiary of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made by the Company to discharge of any shareholderlien, employee, officer claim or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration encumbrance or payment of any dividend obligation by the Company or other distribution any Subsidiary, except in the ordinary course of business and which is not material to the assets, properties, financial condition, prospects or business of the assets of the CompanyCompany or any Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(ie) Any labor organization activityany change or amendment to a material contract or arrangement by which the Company or any Subsidiary or any of its assets or properties is bound or subject;
(jf) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets assets;
(g) any resignation or termination of employment of any key officer or consultant of the Company or any Subsidiary; and neither the Company nor any Subsidiary, knows of the impending resignation or termination of employment of any such officer or consultant;
(h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or any Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(i) any loans or guarantees made by the Company or any Subsidiary to or for the benefit of its employees, officers, directors or consultants, 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;
(j) 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;
(k) any material change in any compensation arrangement or agreement with any employee or consultant;
(l) Any changes in any Applicable Contract which materially and adversely affects to the business, assets, liabilities, financial condition, operations or prospects best of the Company;
(m) Any 's and its Subsidiaries' knowledge, any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character which might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations prospects or prospects business of the CompanyCompany or any Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(m) any agreement or commitment by the Company or any Subsidiary to do any of the things described in this Section 2.18; or
(n) Any arrangements or commitment receipt of notice that there has been a material order cancellation by any major customer of the Company to do or any of the acts described in subsection (a) through (m) aboveSubsidiary.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Vista Medical Technologies Inc)
Changes. Since April 3, 2009, and except as set forth in Schedule 4.4 of the Statement DateSchedule of Exceptions, there has not been:
(a) Any material change in the assets, liabilities, financial condition condition, or operations of any member of the Company Group from that reflected in the Financial Statementsfinancial statements, other than changes in the Ordinary Course ordinary course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Companybusiness consistent with past practice;
(b) Any resignation or termination material change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of any member of the Company Group by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dc) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of any member of the CompanyCompany Group;
(ed) Any waiver by any member of the Company Group of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by any member of the Company Group to any shareholderof its members, employeeemployees, officer officers or director of the Companydirectors, other than advances made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(gf) Any Except in the ordinary course of business consistent with past practice, any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdermember of any member of the Company Group;
(hg) Any declaration or payment of any dividend or other distribution of the assets of any member of the CompanyCompany Group;
(h) Any labor organization activity related to any member of the Company Group;
(i) Any labor organization activity;
(j) Any debtDebt, obligation or liability incurred, assumed or guaranteed by any member of the CompanyCompany Group, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of any member of the Ordinary Course of BusinessCompany Group;
(lk) Any changes change in any Applicable Contract material agreement to which any member of the Company Group is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, condition or operations or prospects of any member of the CompanyCompany Group;
(l) Any mortgage, pledge, transfer of a security interest in, or lien, created by any member of the Company Group with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business consistent with past practice and do not materially impair any member of the Company Group’s ownership or use of such properties or assets.
(m) Any other event arrangement or condition of commitment by any character, to the Knowledge member of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company Group to do any of the acts described in subsection (a) through (ml) above.
Appears in 1 contract
Sources: Transfer, Assignment and Assumption Agreement (Myriant Corp)
Changes. Since 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 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 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 , except for two officers who are voluntarily leaving 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 adverse 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 adverse 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 materially and adversely affects the Company is a party or by which it is bound which may have a material adverse change on 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 (Path 1 Network Technologies Inc)
Changes. Since inception of the Statement DatePurchaser, there has not beenbeen to the Purchaser’s knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsPurchaser, 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 CompanyPurchaser;
(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 employeePurchaser;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company Purchaser 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 CompanyPurchaser;
(e) Any waiver by the Company Purchaser 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 Purchaser;
(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 Purchaser 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 CompanyPurchaser;
(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 CompanyPurchaser; or
(nk) Any arrangements arrangement or commitment by the Company Purchaser to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
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 the Statement Date, there has not been:
(aA) Any change in the assets, liabilities, financial condition or operations operations, or cash flows, 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;
(bB) Any resignation or termination 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;
(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 business, assets, liabilities or prospects or financial condition or operations of the Company;
(eE) Any waiver by the Company of a material right or of a material debt owed to it;
(fF) Any direct or indirect loans made by the Company to any shareholder, employee, officer officer, director or director agent of the Company, other than immaterial advances made in the Ordinary Course ordinary course of Businessbusiness;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director director, shareholder or shareholderagent not in the ordinary course of business;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the Company, or any declaration or payment of any dividend or other distribution to shareholders;
(iI) Any labor organization activity, to the best of the Company's knowledge;
(jJ) 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;
(kK) Any sale, assignment assignment, transfer or transfer license of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into not in the Ordinary Course ordinary course of Businessbusiness;
(lL) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the businessCompany is a party or by which it is bound, assets, liabilities, financial condition, operations or prospects of the Company;which change would be reasonably likely to have a Material Adverse Effect; or
(mM) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected or, to the business, assets, liabilities, financial condition, operations or prospects best of the Company; or
(n) Any arrangements or commitment by the Company 's knowledge, is reasonably likely to do any of the acts described in subsection (a) through (m) abovehave a Material Adverse Effect.
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 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, or operations or prospects of the Company;; La R▇▇▇ Holdings Corp. Series A Preferred Stock Purchase Agreement
(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, 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: Series a Convertible Preferred Stock Purchase Agreement (La Rosa Holdings Corp.)
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 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 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 been:
(a) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(b) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results, business or prospects of the Company (as such business is presently conducted and as it is now proposed to be conducted);
(c) any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject which would reasonably be expected to likely result in a Material Adverse Effect;
(d) any change in any compensation arrangement or agreement with any executive officer;
(e) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Businessbusiness which have not, none of which individually either in any case or in the aggregate has had or is expected to have aggregate, resulted in a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(bf) Any resignation or termination any change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company (nor any contingent obligation of the Company regarding any director, shareholder, key service provider or officer of the Company) by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company, any redemption, purchase or acquisition by the Company of any of its outstanding capital stock, or the adoption or consideration of any plan or arrangement with respect thereto other than the Series B Preferred Stock Share Purchase Agreements entered into between the Company and each purchaser of the Company's Series B Preferred Stock which provide to the Company, in respect of the Series B Preferred Stock, certain rights of first refusal and certain rights to purchase upon involuntary transfer;
(h) any resignation or termination of employment of any key employee or service provider of the Company, or to the Company's knowledge any plans with respect thereto;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by to the Company's knowledge, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, character which could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of have a Material Adverse Effect;
(j) any change in the Company's accounting or internal control procedures and practices that affects the manner in which the Company's financial statements are prepared or that would require disclosure in the Company's financial statements;
(k) any transaction which was not in the ordinary course of business; or
(nl) Any arrangements any damage to, destruction of or commitment loss of physical property (whether or not covered by the Company insurance) resulting or that could reasonably be expected to do any of the acts described result in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Avenue a Inc)
Changes. Since Except as set forth in Schedule 4.08. since the Statement Date, Balance Sheet Date there has not been:
(a) Any change in the condition (financial or other) or properties, assets, liabilities, financial condition business operating results or operations prospects of the Company from that reflected in the Interim Financial StatementsStatement, other than except changes in the Ordinary Course ordinary course of Businessbusiness;
(b) Any damage, none destruction, or loss (whether or not covered by insurance) materially and adversely affecting the properties, assets, or business of which individually the Company as presently or proposed to be conducted;
(c) Any material increase in the aggregate has had compensation or is expected rate of compensation or commissions payable or to have a become payable by the Company to any of its directors, officers, employees, or agents, or any hiring of any employee, or any payment of any bonus, profit-sharing amount or other extraordinary compensation to any director, officer, employee, salesperson or agent, or any material adverse effect on change in any bonus, profit-sharing, retirement or other similar plan, agreement or arrangement or any adoption of or entry into of any new bonus, profit-sharing, group life or health insurance, or other similar plan, agreement or arrangement;
(d) Any material change in the accounting methods or practices followed by the Company;
(e) Any material debt, obligation or liability (whether absolute or contingent) incurred by the Company (whether or not presently outstanding) except current liabilities incurred, and obligations under agreements entered into, in the ordinary course of business;
(f) Any sale, lease, abandonment or other disposition by the Company of any real property or, in each case other than in the ordinary course of business, of any equipment or other operating properties or any sale, assignment, transfer, license or other disposition by the Company of any Intellectual Property or other intangible asset;
(g) Any labor trouble, strike or any other occurrence, event or condition of any similar character that materially and adversely affects or may materially and adversely affect the assets, liabilitiesproperties, financial condition, operations business or prospects of the Company;
(bh) Any resignation or termination change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ei) Any waiver by the Company of a material valuable right or of a material debt owed to itit except in the ordinary course of business;
(fj) Any direct or indirect loans made by the Company to any shareholdermember, employee, officer officer, or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hk) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(il) Any labor organization activity;
(j) Any debtsatisfaction or discharge of any Lien, Claim, or encumbrance or payment of any obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially business and adversely affects that is not material to the business, assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the CompanyCompany (as such business is presently conducted and proposed to be conducted);
(m) Any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(n) Any resignation or termination of employment of any officer or key employee of the Company; and the Company, to Seller’s Knowledge, does not know of any impending resignation or termination of employment of any such officer or key employee;
(o) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that materially and adversely affected affects the businessbusiness (as such business is presently conducted and is proposed to be conducted), assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the Company; or
(np) Any arrangements arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.08.
Appears in 1 contract
Sources: Member Interest Purchase Agreement (Luna Innovations Inc)
Changes. Since the Statement Date, there has not beenbeen to the knowledge of the Company:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know Company has no knowledge of the impending resignation or termination of employment of any such officer officer, key employee or key employeegroup of employees;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since 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, 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 Material changes in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, that have not been disclosed to Purchaser;
(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, other than items disclosed to Purchaser;
(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 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.)
Changes. Since Except as set forth in Section 3.10 of the Statement Company Disclosure Schedule, since the Balance Sheet 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 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 CompanyCompany and the Stockholder, to the best of its Knowledgetheir respective knowledge, does do 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 in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, with respect to the assets of the Company, 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 shareholderthe Stockholder, employeedirector, employee or officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness and listed in Section 3.10(f) of the Company Disclosure Schedule;
(g) Any material change in any compensation or benefit arrangement or agreement with any employeedirector, officerofficer or employee except for ordinary course promotions and step salary increases, director involving no more than $10,000 individually or shareholder$50,000 in the aggregate;
(h) Any declaration authorization or payment of any dividend or other distribution of any kind of the assets of the Company, including bonus payments to any director, employee or officer of the Company;
(i) Any labor organization activitydividends on or other distributions (whether in cash (impound or otherwise), stock or property or any combination thereof), directly or indirectly, in respect of the Company Shares;
(j) Any labor organization activity related to the Company;
(k) 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;
(kl) Any failure to pay or discharge when due any liability or obligation;
(m) Any delayed or postponed payment of accounts payable and other liabilities outside the ordinary course of business;
(n) 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;
(lo) Any changes material change in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations method of accounting or prospects of the Companyaccounting practice;
(mp) Any change in any material agreement to which the Company is a party or by which it is bound;
(q) Any claim asserted, action, suit or proceeding instituted, or investigation commenced by any governmental or regulatory body;
(r) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companycould reasonably be expected to have a Material Adverse Effect; or
(ns) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mq) above.
Appears in 1 contract
Sources: Stock Purchase Agreement (National Medical Health Card Systems 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, 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 Material changes in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, that have not been disclosed to Purchaser;
(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, other than items disclosed to Purchaser;
(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.]. Company Initials_____ Purchaser Initials_____
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech 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 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 June 30, 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, 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
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 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 December 31, 2005, except as disclosed herein or in the Statement DateCompany's SEC Reports, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any Except as disclosed in its SEC Reports, any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;; **CONFIDENTIAL TREATMENT REQUESTED
(f) Any direct or indirect loans material loan made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement DateMay 31, 1997, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since Except as set forth in 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.),
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Netlibrary 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 the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any To the best of its knowledge, any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any To the best of its knowledge, any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or, to the best of its knowledge, may materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Ask Jeeves Inc)
Changes. Since Except as reflected in the Statement Financial Statements or as set forth on Section 3.9 of the Company Disclosure Schedule, since June 30, 2011 and as of the Agreement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company or any of its Subsidiaries from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, none of which individually or in the aggregate has had or is could reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyCompany Material Adverse Effect;
(b) Any resignation or termination of any executive officer or key employee of the Company and to the Knowledge of the Company; and the Company, to the best of its Knowledge, does not know of the there is no impending resignation or termination of employment of any such executive officer or key employeeof the Company;
(c) Any material change change, except in the ordinary course of business consistent with past practice, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any material damage, destruction or lossloss to the Company Business, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company or any of its Subsidiaries of a material right or of a material debt owed to itit in excess of $25,000;
(f) Any direct any settlement, or indirect loans made by the Company offer or proposal to settle, (i) any shareholder, employee, officer material Action or director of claim involving or against the Company, other than advances made in (ii) any stockholder litigation or dispute against the Ordinary Course Company or any of Businessits officers or directors or (iii) any Action that relates to the transactions contemplated hereby;
(g) Any material change in (i) grant or increase of any compensation severance or termination right to (or amendment of any existing arrangement or agreement with with) any employeecurrent director, officer, director advisor, consultant or shareholderemployee of the Company, (ii) any increase in benefits payable under any existing severance or termination pay policies or employment agreements, (iii) the entering into of any employment, deferred compensation or other similar agreement (or amendment of any such existing agreement) with any director, officer, advisor, consultant or employee of the Company, (iv) the establishment, adoption or amendment (except as required by applicable Law) in any material respect of any collective bargaining, bonus, commission, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any director, officer, advisor, consultant or employee of the Company, or (v) any increase in compensation, bonus, commission or other benefits payable to any director, officer, advisor, consultant or employee of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(i) Any labor organization activity;
(j) Any debtIndebtedness, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice;
(j) Any sale, assignment, transfer, encumbrance or license of any Intellectual Property rights or other intangible assets owned, used or licensed by the Company or any of its Subsidiaries in connection with any Company Product or the operation of the Company Business, except the grant of non-exclusive use licenses to customers of the Company in the ordinary course of business consistent with past practices;
(k) Any saleclaim or, assignment to the Company’s Knowledge, threat of infringement by or transfer against the Company of any patents, trademarks, copyrights, trade secrets Intellectual Property rights of the Company or other intangible assets other than licenses entered into in the Ordinary Course of Businessa third party;
(l) Any changes (i) entering into of any Contract that limits or otherwise restricts in any Applicable Contract which materially and adversely affects material respect the Company or any successor thereto or that would reasonably be expected to, after the Effective Time, limit or restrict in any material respect the Company, the Surviving Corporation, Parent or any of their respective Affiliates, from engaging or competing in any line of business, assetsin any location or with any Person or (ii) the entering into, liabilitiesamendment or modification in any material respect or termination of any Material Contract or waiver, financial conditionrelease or assignment of any material rights, operations claims or prospects benefits of the Company;
(m) Any change in or any revocation by the Company of any Tax election; settlement or compromise of any material claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period; adoption or change in any material method of Tax accounting; filing of any Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any tax; surrender of any right to claim a material Tax refund; consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or application or negotiation for or receipt of a Tax ruling or arrangement by the Company or any of its Subsidiaries;
(n) Any sale, exchange or other disposition of any of its assets or rights, other than the sale or disposition of Company Products in the ordinary course of business, in an amount in excess of $200,000;
(o) Any amendment to any Organizational Documents;
(p) any splitting, combination or reclassification of any shares of Company Capital Stock or declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Securities, or redemption, repurchase or other acquisition or offer to redeem, repurchase, or otherwise acquire any Securities;
(i) any issuance, delivery or sale, or authorization of the issuance, delivery or sale of, any shares of any Securities, other than the issuance of any shares of Company Capital Stock upon the exercise of Company Options that are outstanding on the date of this Agreement in accordance with the terms of those options or warrants on the date of this Agreement or (ii) amendment of any term of any Security (in each case, whether by merger, consolidation or otherwise);
(r) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Companycould reasonably be expected to have a Company Material Adverse Effect; or
(ns) Any arrangements or commitment agreement by the Company or its Subsidiaries, or any employees thereof, to do any of the acts things described in subsection the preceding clauses (a) through (m) abover).
Appears in 1 contract
Sources: Merger Agreement (Teradyne, Inc)
Changes. Since March 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
Sources: Securities Purchase Agreement (Paincare Holdings Inc)