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 the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 4 contracts
Sources: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Changes. Since Except as set forth in Section 4.10 of the Statement DateDisclosure Schedule, since the Balance Sheet Date there has not been:
(a) Any Material Adverse Effect with respect to the Company or any other change in the condition (financial or other) or properties, assets, liabilities, financial condition business, operating results or operations prospects of the Company from that reflected in the Interim Financial Statements, other than except changes in the Ordinary Course ordinary course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Companybusiness;
(b) Any resignation damage, destruction, or termination of any officer loss (whether or key employee not covered by insurance) materially and adversely affecting the properties, assets, or business of the Company; and the Company, Company as presently or proposed to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeebe conducted;
(c) Any material increase in the compensation or rate of compensation or commissions payable or to become payable by the Company to any of its directors, officers, employees, or agents, or any hiring of any employee, or any payment of any bonus, profit-sharing amount or other extraordinary compensation to any director, officer, employee, salesperson or agent, or any material change in any bonus, profit-sharing, retirement or other similar plan, agreement or arrangement or any adoption of or entry into of any new bonus, profit-sharing, group life or health insurance, or other similar plan, agreement or arrangement;
(d) Any material change in the accounting methods or practices followed by the Company;
(e) Any material debt, obligation or liability (whether absolute or contingent) incurred by the Company (whether or not presently outstanding) except current liabilities incurred, and obligations under agreements entered into, in the ordinary course of business;
(f) Any sale, lease, abandonment or other disposition by the Company of any real property or, in each case other than in the ordinary course of business, of any equipment or other operating properties or any sale, assignment, transfer, license or other disposition by the Company of any Intellectual Property or other intangible asset;
(g) Any strike or any other occurrence, event or condition of any similar character that materially and adversely affects or may materially and adversely affect the assets, properties, business or prospects of the Company, or, to the Company’s Knowledge, any labor trouble;
(h) Any change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ei) Any waiver by the Company of a material valuable right or of a material debt owed to itit except in the ordinary course of business;
(fj) Any direct or indirect loans made by the Company to any shareholdermember, employee, officer officer, or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hk) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(il) Any labor organization activity;
(j) Any debtsatisfaction or discharge of any Lien, Claim, or encumbrance or payment of any obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially business and adversely affects that is not material to the business, assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the CompanyCompany (as such business is presently conducted and proposed to be conducted);
(m) Any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(n) Any Tax election made or changed, any Tax accounting method adopted or changed, any closing agreement entered into, any Tax ruling issued, any Tax claim or assessment settled or compromised, any consent to the extension or waiver of the limitation period applicable to any Tax claim or assessment, or any right to claim a Tax refund surrendered;
(o) Any resignation or termination of employment of any officer or key employee of the Company; and the Company does not know of any impending resignation or termination of employment of any such officer or key employee;
(p) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that materially and adversely affected affects the businessbusiness (as such business is presently conducted and is proposed to be conducted), assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the Company; or
(nq) Any arrangements arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.10.
Appears in 4 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)
Changes. Since the Statement Dateformation of the Company (and after giving effect to consummation of the transactions contemplated by the Contribution Agreement), there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(g) Any labor organization activity related to the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; or
(nk) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 3 contracts
Sources: Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Telecom Communications Inc), Series a Preferred and Common Stock Purchase Agreement (Intermix Media, Inc.)
Changes. Since the Financial Statement Date, Date there has not been:
(a) Any 2.23.1 any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had aggregate, materially adverse;
2.23.2 any damage, destruction or is expected to have a material adverse effect on loss, whether or not covered by insurance, materially and adversely affecting the assets, liabilitiesproperties, financial condition, operations operating results, prospects or prospects business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
2.23.3 any waiver by the Company of a valuable right or of a material debt owed to it;
2.23.4 any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (b) Any as such business is presently conducted and as it is proposed to be conducted);
2.23.5 any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
2.23.6 any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
2.23.7 any sale, assignment or transfer of any patents, patent rights, trademarks, trademark applications, service marks, copyrights, copyrights registrations, trade secrets or other intangible assets;
2.23.8 any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 2.23.9 receipt of notice that there has been a loss of, or material change in the contingent obligations of the Company by way of guarantyorder cancellation by, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition any major customer of the Company;
(e) Any waiver 2.23.10 any mortgage, pledge, transfer of a security interest in, or lien, created by the Company Company, with respect to any of a its material right properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of a material debt owed to itbusiness and do not materially impair the Company’s ownership or use of such property or assets;
(f) Any direct 2.23.11 any loans or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholdermembers of their immediate families, employee, officer or director of the Companyany other person or entity, other than travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(g) Any material change in 2.23.12 any compensation arrangement or agreement with any employeedeclaration, officer, director or shareholder;
(h) Any declaration setting aside or payment of any dividend or other distribution in respect of any of the assets Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by 2.23.13 to the Company’s knowledge, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany (as such business is presently conducted); or
(n) Any arrangements 2.23.14 any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.23.
Appears in 3 contracts
Sources: Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc)
Changes. Since 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 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 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 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 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 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, each Group Company (i) has operated its business in the ordinary course consistent with its past practice, (ii) used its reasonable best efforts to preserve its business, (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into any agreement, transaction or activity or made any commitment except those in the ordinary course of business consistent with past practice. Since the Statement Date, no Material Adverse Effect has occurred. Except for those disclosed in Section 3.10 of the Company Disclosure Schedule or as expressly provided in the Transaction Documents, since the Statement Date, there has not been:
(a) Any change in the assetsany purchase, liabilitiesacquisition, financial condition sale, lease, disposal of or operations other transfer of the Company from any assets that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which are individually or in the aggregate has had material to its business, whether tangible or is expected to have a material adverse effect on intangible, other than the assets, liabilities, financial condition, operations purchase or prospects sale of inventory in the Companyordinary course of business consistent with its past practice;
(b) Any resignation any acquisition (by merger, consolidation or termination other combination, or acquisition of stock or assets, or otherwise) of any officer business or key employee of the Company; and the Companyother Person or division thereof, to the best of its Knowledge, does not know of the impending resignation or termination of employment any sale or disposition of any such officer business or key employeedivision thereof;
(c) Any material change in the contingent obligations any sale, assignment, exclusive license, or transfer of any Intellectual Property of any Group Company (other than a transfer to the Company by way of guaranty, endorsement, indemnity, warranty or otherwisea wholly-owned Group Company);
(d) Any any waiver, termination, cancellation, settlement or compromise of a valuable right, debt or claim;
(e) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (A) any material Lien (other than Permitted Liens) or (B) any Indebtedness (other than Indebtedness incurred, created, assumed, repaid, satisfied or discharged in the ordinary course of business provided that such Indebtedness in the ordinary course of business of all of the Group Companies does not exceed US$5,000,000 in the aggregate) or guarantee, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of business consistent with its past practice), or the making of any investment or capital contribution;
(f) any amendment to or termination of any Material Contract, any entering of any new Contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Document;
(g) any change in any compensation arrangement or Contract with any employee of any Group Company, or adoption of any new Benefit Plan, or made any material change in any existing Benefit Plan;
(h) any declaration, setting aside or payment or other distribution in respect of any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company;
(i) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operation or business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Group Company;
(i) Any labor organization activity;
(j) Any debtany material change in accounting principles, obligation methods or liability incurred, assumed practices or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course any revaluation of Businessany of its assets;
(k) Any saleexcept in the ordinary course of business consistent with its past practice, assignment or transfer settlement of any patentsclaim or assessment in respect of any material Taxes, trademarksentry or change of any material Tax election, copyrights, trade secrets change of any method of accounting resulting in a material amount of additional Tax or other intangible assets other than licenses entered into in the Ordinary Course filing of Businessany material amended Tax Return;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations commencement or prospects settlement of the Companyany material Action;
(m) Any any authorization, sale, issuance, transfer, pledge or other event or condition disposition of any character, to the Knowledge Equity Securities of the any Group Company;
(n) any resignation or termination of any Key Employee of any Group Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects any material group of the employees of any Group Company;
(o) any transaction with any Related Party; or
(np) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 3.10.
Appears in 2 contracts
Sources: Share Purchase Agreement (Baidu, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)
Changes. Since the Statement Balance Sheet Date, and excluding the transactions contemplated by the Financing Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company or any Subsidiary from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Qualmark Corp), Series C Preferred Stock Purchase Agreement (Qualmark Corp)
Changes. Since the Statement 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 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 December 31, 2002, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Nestor Inc)
Changes. Since the Statement Date, 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 DateSeptember 30, 2001, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Gosun Communications LTD Inc), Securities Purchase Agreement (One Voice Technologies Inc)
Changes. Since the Statement DateMarch Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Past Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich has a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity involving the Company's employees;
(j) Any debt, obligation or liability (absolute, accrued or contingent) incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment assignment, pledge or transfer of tangible assets or any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company is a party or prospects of the Company;by which it is bound which has a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Changes. Since the Statement Dateinception, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of labor organization activity related to the Company;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(ki) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(lj) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(nl) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mk) above].
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Changes. Since the Statement Date, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company labor organization activity related to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(jg) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(kh) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, or operations or prospects of the Company;
(mj) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mi) above.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp), Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp)
Changes. Since the Statement 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 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 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 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 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 Date, there has not been, to the Company’s Knowledge:
(a) Any change in the assets, liabilities, financial condition condition, operating results or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, operating results or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; , and the Company, to the best Company is not aware of its Knowledge, does not know of the any impending resignation or termination of employment any officer, key employee or group of any such officer or key employeeemployees of the Company;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver or compromise by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(g) Any labor organization activity related to the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound, which materially and adversely affects the business, assets, liabilities, financial condition, operating results or operations or prospects of the Company;
(j) Any loans made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;
(k) Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(l) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due and payable;
(m) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company other than the acquisition of Common Stock by the Company pursuant to agreements that permit the Company to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of services to the Company;
(n) Any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operating results or operations or prospects of the Company; or
(np) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (LendingClub Corp), Series C Preferred Stock Purchase Agreement (LendingClub Corp)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any With the exception of the Vice President of Manufacturing, any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc)
Changes. Since the Financial Statement Date, Date there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company or its Subsidiary from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or business of the Company or its Subsidiary;
(c) any waiver by the Company or its Subsidiary of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or its Subsidiary, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company or its Subsidiary;
(e) any material change or amendment to a material contract or arrangement by which the Company or its Subsidiary or any of their respective assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of the Company or its Subsidiary;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or its Subsidiary;
(h) any resignation or termination of employment of any key officer or key employee of the Company; Company or its Subsidiary, and the Company, to the best of its Knowledge, Company does not know of the impending resignation or termination of employment of any such officer or key employee;
(ci) Any receipt of notice that there has been a loss of, or material change in the contingent obligations order cancellation by, any major customer of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityits Subsidiary;
(j) Any debtany mortgage, obligation pledge, transfer of a security interest in, or liability incurredlien, assumed or guaranteed created by the CompanyCompany or its Subsidiary, with respect to any of their respective material properties or assets, except those liens for immaterial amounts taxes not yet due or payable and for current liabilities incurred liens that arise in the Ordinary Course ordinary course of Businessbusiness and do not materially impair the Company’s or its Subsidiary’s ownership or use of such property or assets;
(k) Any saleany declaration, assignment setting aside or transfer payment or other distribution in respect of any patents, trademarks, copyrights, trade secrets of the Company’s or its Subsidiary’s capital stock or other intangible assets equity interests, or any direct or indirect redemption, purchase or other than licenses entered into in acquisition of any of such stock or other equity interests by the Ordinary Course of BusinessCompany or its Subsidiary;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of to the Company;
(m) Any ’s knowledge, any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany or its Subsidiary; or
(nm) Any arrangements any agreement or commitment by the Company or its Subsidiary to do any of the acts things described in subsection (a) through (m) abovethis Section 3.21.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Changes. Since the Statement Date, there has not been, to the Company’s Knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(g) Any labor organization activity related to the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment assignment, exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound, which materially and adversely affects the business, assets, liabilities, financial conditioncondition or operations of the Company;
(j) Any loans made by the Company to or for the benefit of its employees, operations officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;
(k) Any resignation or termination of any executive officer or key employee of the Company, and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee;
(l) Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(m) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due and payable;
(n) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company;
(o) Any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(p) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, condition or operations or prospects of the Company; or
(nq) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (LendingClub Corp), Series B Preferred Stock Purchase Agreement (LendingClub Corp)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series B Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Changes. Since the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company except for ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 Balance Sheet Date and through the Agreement Date, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not had, none in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, except as would not have a Material Adverse Effect;
(c) any waiver or compromise by the Company of a valuable right or of a debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which individually or in the aggregate has had or is expected to would not have a material adverse effect on Material Adverse Effect;
(e) any change to a Material Agreement;
(f) any change in any compensation arrangement or agreement with any Key Employee, officer, director or stockholder;
(g) any sale, assignment or transfer by the assetsCompany of any patents, liabilitiestrademarks, financial conditioncopyrights, operations trade secrets or prospects of other intangible assets by the Company;
(bh) Any any resignation or termination of employment of any officer or key employee of the Company; , and the Company, to the best Company is not aware of its Knowledge, does not know of the any impending resignation or termination of employment of any such officer or key employeeany Person listed on Section 2.17(h) of the Schedule of Exceptions under the caption “Specified Persons”;
(ci) Any material any change in the a contingent obligations obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dj) Any damageany mortgage, destruction pledge, transfer of a security interest in, or losslien, whether or not covered created by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company, with respect to any of its properties or assets;
(ek) Any waiver by the Company of a material right any loans or of a material debt owed to it;
(f) Any direct or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholder, employee, officer or director members of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businesstheir immediate families;
(l) Any changes any declaration, setting aside or payment or other distribution in respect to any Applicable Contract which materially and adversely affects of the businessCompany’s capital stock, assetsor any direct or indirect redemption, liabilitiespurchase, financial condition, operations or prospects other acquisition of any of such stock by the Company;
(m) Any to the Company’s knowledge, any other event or condition of any character, to other than events affecting the Knowledge of the Company that, either individually economy or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(n) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 2 contracts
Sources: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Changes. Since the 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, 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 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 December 31, 2003, except as disclosed in any Security Act or Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (United Energy Corp /Nv/)
Changes. Since the Statement DateMay 7, 1998 there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee officers of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;.
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, debt obligation or liability incurred, assumed or guaranteed by the Company, except for those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Myogen Inc)
Changes. Since the Statement 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 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 DateDecember 31, 1998 there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company Dove Brothers from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company or Subsidiaries of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made by the Company to discharge of any shareholderlien, employee, officer claim or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration encumbrance or payment of any dividend obligation by the Company or other distribution Subsidiaries, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the assets of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ie) Any labor organization activityany material change or amendment to a material contract or material arrangement by which either Subsidiary or any of its respective assets or properties is bound or subject other than in connection with the transactions expressly contemplated hereby;
(jf) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany or Subsidiaries;
(lg) Any changes in any Applicable Contract which materially resignation or termination of employment of any key officer of the Company or Subsidiaries; and adversely affects the businessCompany, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or Subsidiaries, with respect to any of its material properties or assets, liabilitiesexcept liens for taxes not yet due or payable;
(i) any declaration, financial condition, operations setting aside or prospects payment or other distribution in respect of any of the Company's capital stock or Subsidiaries' equity interests (other than to the Company), or any direct or indirect redemption, purchase or other acquisition of any of such equity interest by the Company or Subsidiaries;
(mj) Any to the best of the Company's knowledge, any other event or condition of any character, character that could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted); or
(nk) Any arrangements any agreement or commitment by the Company or Subsidiaries to do any of the acts things described in subsection (a) through (m) abovethis Section 2.18, except in connection with the transactions expressly contemplated hereby.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Dovebid Inc)
Changes. Since the Company Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Company Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; , and the CompanyRand Shareholders, to the best of its Knowledgetheir knowledge, does do not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred amounts;
(i) Any sale, transfer or lease of the assets of the Company;
(j) Any physical damage, destruction or loss (whether or not covered by insurance) which individually or in the Ordinary Course of Businessaggregate has had or is reasonably expected to have a Materially Adverse Effect;
(k) Any sale, assignment issuance or transfer sale of any patents, trademarks, copyrights, trade secrets shares of the capital stock or other intangible assets other than licenses entered into in securities of the Ordinary Course Company or grant of Businessany options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any changes in mortgage, pledge or lien incurred with respect to any Applicable Contract which materially and adversely affects of the business, assets, liabilities, financial condition, operations or prospects assets of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(n) Any transaction entered into by the Company other than in the ordinary course of business; or
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Company; or
(n) Any arrangements or commitment by the Company is reasonably likely to do any of the acts described in subsection (a) through (m) abovehave a Materially Adverse Effect.
Appears in 1 contract
Changes. Since From the Statement DateBalance Sheet Date to the date hereof, except as disclosed, in the case of CHIP, in any Exchange Act Filing or, in the case of each Company, in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any any change in the business, assets, liabilities, condition (financial condition or otherwise), properties, operations or prospects of the either Company from that reflected in the Financial Statementsor any of its Subsidiaries, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had had, or is could reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any any resignation or termination of any officer or key officer, key employee or group of the Company; and the Company, to the best key employees of either Company or any of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeSubsidiaries;
(c) Any any material change change, except in the ordinary course of business, in the contingent obligations of the either Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting which has had, or could reasonably be expected to have, individually or in the propertiesaggregate, business or prospects or financial condition of the Companya Material Adverse Effect;
(e) Any any express waiver by the either Company or any of its Subsidiaries of a material valuable right or of a material debt owed to it;
(f) Any any direct or indirect loans made by the either Company or any of its Subsidiaries to any shareholderstockholder, employee, officer or director of the Companyeither Company or any of its Subsidiaries, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of either Company or any of its Subsidiaries;
(h) Any any declaration or payment of any dividend or other distribution of the assets of the Companyeither Company or any of its Subsidiaries;
(i) Any any labor organization activityactivity related to either Company or any of its Subsidiaries;
(j) Any except as set forth in Section 4.7, any debt, obligation or liability incurred, assumed or guaranteed by the Companyeither Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any any sale, assignment assignment, transfer, abandonment or transfer other disposition of any material patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course owned by either Company or any of Businessits Subsidiaries;
(l) Any changes any change in any Applicable Contract material agreement to which materially and adversely affects either Company or any of its Subsidiaries is a party or by which either Company or any of its Subsidiaries is bound which either individually or in the businessaggregate has had, assetsor could reasonably be expected to have, liabilitiesindividually or in the aggregate, financial condition, operations or prospects of the Companya Material Adverse Effect;
(m) Any any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected had, or could reasonably be expected to have, individually or in the businessaggregate, assets, liabilities, financial condition, operations or prospects of the Companya Material Adverse Effect; or
(n) Any arrangements any arrangement or commitment by the either Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Applied Digital Solutions Inc)
Changes. Since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; Company and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companythat might result in a Material Adverse Effect;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l1) Any changes change in any Applicable Contract material agreement to which materially and adversely affects the business, assets, liabilities, financial condition, operations Company is a party or prospects of the Company;by which it is bound that might result in a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described might result in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (FMC Corp)
Changes. Since the Statement DateMarch 31, 2002, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company, other than the closure of the Company's Osley & Whitney subsidiary;
(b) Any Except with respect to J. Terence Feeley, any resignation or termination of ▇▇▇▇▇▇▇▇▇▇▇ ▇f any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise, other than as disclosed in the SEC Documents;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since 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; , 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;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Third Series F Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Changes. Since the Statement Date, except as contemplated by this Agreement, the Flagship Share Purchase Agreement, the Loan Agreement, the Restructuring Documents, the Offshore Reorganization or as set out in the Financial Statements, there has not been:
(ai) Any any change in the assets, liabilities, financial condition or operations of any member of the Company Group from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of or other changes which individually or in the aggregate has had or is would not reasonably be expected to have a material adverse effect Material Adverse Effect on the assets, liabilities, financial condition, operations or prospects any member of the CompanyCompany Group;
(bii) Any any resignation or termination of any officer or key employee Key Employee of any member of the Company; and Company Group;
(iii) any satisfaction or discharge of any Lien or payment of any obligation by any member of the CompanyCompany Group, except those made in the ordinary course of business or those that are not material to the best assets, properties, financial condition, or operation of its Knowledgesuch entities (as such business is presently conducted);
(iv) any change, does not know of the impending resignation amendment to or termination of employment a Material Contract other than in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect on any such officer or key employeemember of the Company Group;
(cv) Any any material change in the contingent obligations any compensation arrangement or agreement with any Key Employee of any member of the Company by way of guaranty, endorsement, indemnity, warranty or otherwiseGroup;
(dvi) Any damageany sale, assignment or transfer of any Intellectual Property of any member of the Company Group, other than in the ordinary course of business or which would not reasonably be expected to have a Material Adverse Effect on any member of the Company Group;
(vii) any declaration, setting aside or payment or other distribution in respect of any member of the Company Group’s capital shares, or any direct or indirect redemption, purchase or other acquisition of any of such shares by any member of the Company Group other than the repurchase of capital shares from employees, officers, directors or consultants pursuant to agreements approved by the Board of Directors of such Person;
(viii) any failure to conduct business in the ordinary course, consistent with such member of the Company Group’s past practices which would have a Material Adverse Effect on any member of the Company Group;
(ix) any damages, 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 operation or prospects business of any member of the CompanyCompany Group;
(mx) Any other any event or condition of any character, to character which might have a Material Adverse Effect on the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilitiesproperties, financial condition, operations operation or prospects business of any member of the Company; orCompany Group;
(nxi) Any arrangements any agreement or commitment by any member of the Company Group to do any of the acts things described in subsection this Section 3.8 except pursuant to this Agreement, the Ancillary Agreements or the Restructuring Documents;
(axii) through any incurrence or commitment to incur any indebtedness for money borrowed in excess of US$150,000 individually or in the aggregate that is currently outstanding;
(mxiii) aboveany loan or commitment to make any loans or advances to any individual, other than ordinary advances for travel or other bona fide business-related expenses;
(xiv) waiver or commitment to waive any material right of value.
Appears in 1 contract
Sources: Series a Preferred Share Purchase Agreement (JinkoSolar Holding Co., Ltd.)
Changes. Since the Statement DateExcept as described on Schedule 3.9, since December 31, 2010, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from event that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is could reasonably be expected to have a material adverse effect on adversely affect the assets, liabilities, financial condition, business, results of operations or prospects of the CompanyCompany or any of its Subsidiaries in any material manner;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; Company or any of its Subsidiaries, and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely with respect or affecting the properties, business business, assets or prospects or financial condition of the CompanyCompany or any of its Subsidiaries;
(ed) Any waiver or compromise by the Company or any of its Subsidiaries of a material valuable right or of a material debt owed to itthem;
(fe) Any direct or indirect loans made by the Company or any of its Subsidiaries to any shareholderstockholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder of the Company or any of its Subsidiaries;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(h) Any labor organization activity related to the Company or any of its Subsidiaries;
(i) Any labor organization activity;
(j) Any debt, obligation or liability debt incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(j) Any sale, mortgage, pledge, license, transfer, lease or other assignment of any Intellectual Property (as defined below) owned or licensed by the Company or any of its Subsidiaries, other than those listed under Schedule 3.11(d);
(k) Any sale, assignment or transfer of material change in any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of BusinessMaterial Contract;
(l) Any changes in sale, mortgage, pledge, transfer, lease or other assignment of any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Companytangible assets of the Company or any of its Subsidiaries outside of the ordinary course of business;
(m) Any capital expenditure by the Company or any of its Subsidiaries in excess of $10,000;
(n) to the Company’s knowledge, any other event or condition of any charactercharacter that would reasonably be expected to materially and adversely affect the assets, to the Knowledge properties, financial conditions, operating results or business of the Company that, either individually or cumulatively, has materially its Subsidiaries (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is presently proposed to be conducted); or
(no) Any arrangements arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (mn) above.
Appears in 1 contract
Changes. Since September 30, 2003, except as disclosed in any Security Act or Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Company Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Company Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer or key employee officers of the Company; , and the CompanyFounder Shareholders, to the best of its Knowledgetheir knowledge, does do not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred amounts;
(i) Any sale, transfer or lease of the assets of the Company;
(j) Any physical damage, destruction or loss (whether or not covered by insurance) which individually or in the Ordinary Course of Businessaggregate has had or is reasonably expected to have a Materially Adverse Effect;
(k) Any sale, assignment issuance or transfer sale of any patents, trademarks, copyrights, trade secrets shares of the capital stock or other intangible assets other than licenses entered into in securities of the Ordinary Course Company or grant of Businessany options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any changes in mortgage, pledge or lien incurred with respect to any Applicable Contract which materially and adversely affects of the business, assets, liabilities, financial condition, operations or prospects assets of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(n) Any transaction entered into by the Company other than in the ordinary course of business; or
(o) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Company; or
(n) Any arrangements or commitment by the Company is reasonably likely to do any of the acts described in subsection (a) through (m) abovehave a Materially Adverse Effect.
Appears in 1 contract
Changes. Since September 30, 2003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any any change in the assetsbusiness, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, properties or operations or prospects of the Company, which, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect;
(b) Any any resignation or termination of any officer or key employee group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting which has had, or could reasonably be expected to have, individually or in the propertiesaggregate, business or prospects or financial condition of the Companya Material Adverse Effect;
(e) Any to the Company's knowledge, after due inquiry, any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any to the Company's knowledge, any labor organization activityactivity related to the Company;
(j) Any any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes any change in any Applicable Contract material agreement to which materially and adversely affects the businessCompany is a party or by which it is bound which, assetseither individually or in the aggregate, liabilitieshas had, financial conditionor could reasonably be expected to have, operations or prospects of the Companya Material Adverse Effect;
(m) Any any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulativelyin the aggregate, has materially and adversely affected the businesshad, assetsor could reasonably be expected to have, liabilities, financial condition, operations or prospects of the Companya Material Adverse Effect; or
(n) Any arrangements any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the Statement 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 the Statement DateJune 30, 2005 there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Companynor, to the best of its Knowledgeknowledge, does not know of the impending is any such resignation or termination of employment of any such officer or key employeeimminent;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans loan made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or.
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection subsections (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Branded Media CORP)
Changes. Since 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 the Statement Date, December 31,1998 there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company or Subsidiaries from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company or Subsidiaries of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made by the Company to discharge of any shareholderlien, employee, officer claim or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration encumbrance or payment of any dividend obligation by the Company or other distribution Subsidiaries, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the assets of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ie) Any labor organization activityany material change or amendment to a material contract or material arrangement by which the Company or Subsidiaries or any of their assets or properties is bound or subject other than in connection with the transactions expressly contemplated hereby;
(jf) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany or Subsidiaries;
(lg) Any changes in any Applicable Contract which materially resignation or termination of employment of any key manager of the Company or officer of Subsidiaries; and adversely affects the businessCompany, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such manager or officer,
(h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or Subsidiaries, with respect to any of its material properties or assets, liabilitiesexcept liens for taxes not yet due or payable;
(i) any declaration, financial condition, operations setting aside or prospects payment or other distribution in respect of any of the Company's Membership Interests or Subsidiaries' capital stock (other than to the Company), or any direct or indirect redemption, purchase or other acquisition of any of such membership interest by the Company or such stock by Subsidiaries;
(mj) Any to the best of the Company's knowledge, any other event or condition of any character, character that could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted); or
(nk) Any arrangements any agreement or commitment by the Company or Subsidiaries to do any of the acts things described in subsection (a) through (m) abovethis Section 2.18, except in connection with the transactions expressly contemplated hereby.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Dovebid Inc)
Changes. Since the Statement Balance Sheet Date (or in the case of the representations made by the Company at the Initial Closing, since the Second Balance Sheet Date), included in the Financial Statements, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Business, none of which individually or in the aggregate has business that have not had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any any damage, destruction or loss, whether or not covered by insurance, that have had a Material Adverse Effect;
(c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;
(e) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any officer;
(g) any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(ch) Any material change in the contingent obligations of the Company by way of guarantyany mortgage, endorsementpledge, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company transfer of a material right security interest in, or of a material debt owed to it;
(f) Any direct or indirect loans made lien, created by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course with respect to any of Business;
(g) Any its material change in any compensation arrangement properties or agreement with any employeeassets, officer, director except liens for taxes not yet due or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Companypayable;
(i) Any labor organization activity;
(j) Any any debt, obligation or liability incurred, assumed or guaranteed by the Company, Company except for those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessthe Company’s business and in amounts which would not have a Material Adverse Effect;
(j) any failure to conduct business in the ordinary course, consistent with the Company’s past practices;
(k) Any saleany loans or guarantees made by the Company to or for the benefit of its employees, assignment officers or transfer directors, or any members of any patentstheir immediate families, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes any declaration, setting aside or payment or other distribution in respect to any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any ’s capital stock, or any direct or indirect redemption, purchase, or other event or condition acquisition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of such stock by the Company; or
(nm) Any arrangements any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.16.
Appears in 1 contract
Sources: Convertible Note and Series F Preferred Stock Purchase Agreement (Renren Inc.)
Changes. Since the Statement Unaudited Interim Financial Statements Date, the Company has conducted its business in the Ordinary Course of Business in all material respects. Without limiting the generality of the foregoing, except in the Ordinary Course of Business or as would not reasonably be expected to be material, since the Unaudited Interim Financial Statements Date, there has not been:
(a) Any any material change in the assets, liabilitiesLiabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagedamages, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results or business or prospects or financial condition of the Company;
(ec) Any any cancellation or waiver by the Company of a material right or of a material debt owed to it, except as disclosed in Section 3.9(c) of the Disclosure Schedule;
(fd) Any direct any material change or indirect loans made by amendment to a Material Contract or any acceleration, termination, or cancellation of any Material Contract to which the Company to any shareholder, employee, officer is a party or director of the Company, other than advances made in the Ordinary Course of Businessby which it is bound;
(ge) Any except to the extent required by Applicable Law and as disclosed in Section 3.9(e) of the Disclosure Schedule, any material change in any compensation arrangement or agreement with any employee of the Company other than Sellers, or any payment of any bonuses, whether monetary or otherwise, or increase of any wages, salary, severance, pension or other compensation or benefits in respect of its employees, officers, managers, independent contractors or consultants, or any change to the terms of employment or terms of termination for any employee, or action to accelerate the vesting or payment of any compensation or benefit for any employee, officer, director manager, independent contractor or shareholderconsultant;
(f) any issuance of Interests or other securities of the Company or any rights, warrants or options to acquire, any Interests or any other securities of the Company or the redemption, purchase or acquisition of any Interests;
(g) except for the Closing Indebtedness, as set forth on the Financial Statements, any incurrence by the Company of Indebtedness or any other liabilities that would be commitments required to be disclosed in the footnotes to financial statements under GAAP, individually for which it currently owes, or in the future will owe in excess of $25,000;
(h) Any declaration or any payment of any dividend or other distribution by the Company upon or with respect to any Interests, or the split, combination or reclassification of any Interests, except as disclosed in Section 3.9(h) of the Disclosure Schedule;
(i) any sale, assignment, transfer or other disposition of any of the assets, contingent or otherwise, shown or reflected in the Financial Statements of any material assets or properties of the Company;
(i) Any labor organization activity;
(j) Any debtany resignation or termination of any officer, obligation key employee or liability incurred, assumed or guaranteed by group of employees of the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any saleany direct or indirect loans, assignment guarantees or transfer advances or capital contributions to, or investments in, any other Person, made by the Company to any Person, except for payroll advances or loans to employees not in excess of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business$1,000;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of labor organization activity related to the Company;
(m) Any any merger or consolidation with any other event Person or condition the acquisition of any charactermaterial assets of any other Person or purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof (other than the acquisition of inventory in the ordinary course), or the adoption of any plan of reorganization, full or partial liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Knowledge filing of any bankruptcy petition against it under any similar Law;
(n) any amendment to the Charter Documents of the Company or the execution or filing of any instrument that, either individually with the passage of time or cumulativelyotherwise, has materially and adversely affected would cause the businessmerger, assets, liabilities, financial condition, operations acquisition or prospects the dissolution of the Company;
(o) any material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as recommended by the Company’s accounting firm so long as all Company accounting responsive to such recommendations remains consistent with GAAP and as to which detailed disclosures of each such change delivered by notice to Purchaser within one Business Day of such recommendation;
(p) any material change by Company management, other than as recommended by the Company’s accounting firm so long as all Company accounting responsive to such recommendations remains consistent with GAAP and as to which detailed disclosures of each such change shall be delivered by notice to Purchaser within one Business Day of such recommendation, in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(q) any transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property;
(r) the imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;
(s) any agreement, understanding or arrangement with respect to the sale or voting of any of its equity interests (including, without limitation, any trusts, interest holders’ agreements, proxies, pledge agreements or any similar instruments or agreements);
(t) enter into a new line of business or abandoned or discontinued an existing lines of business;
(u) any purchase, lease or other acquisition of the right to own, use or lease any property or assets, except for purchases of inventory or supplies in the Ordinary Course of Business; or
(nv) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 3.9.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (ARC Group Worldwide, Inc.)
Changes. Since the Statement Dateend of the latest completed fiscal year of the Company and except as set forth in Section 2.12 of the Disclosure Schedule, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, none of which individually or in the aggregate has had or is could reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer key officers or key employee employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business consistent with past practice, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of to the Company's assets or properties which has had or could reasonably be expected to have a Material Adverse Effect;
(e) Any waiver by the Company of a material right or of a material debt owed to itit of a material nature or material amount;
(f) Any direct or indirect loans made by the Company to any shareholderShareholder, employee, officer or director of the Company, or a subsidiary of the Company to any shareholder, employee, officer or director of such subsidiary, other than advances made in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, officer or director or shareholderof the Company;
(h) Any declaration or payment of any dividend or other distribution to the Shareholders of the Company of the assets of the Company;
(i) Any labor organization activity;
(j) Any debtIndebtedness, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness consistent with past practice;
(k) Any sale, assignment assignment, transfer or transfer license of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in of the Ordinary Course of BusinessCompany;
(l) Any changes change in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects agreement disclosed in Section 2.10 of the Company;Disclosure Schedule which has had or could reasonably be expected to have a Material Adverse Effect; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations had or prospects of the Company; or
(n) Any arrangements or commitment by the Company could reasonably be expected to do any of the acts described in subsection (a) through (m) abovehave a Material Adverse Effect.
Appears in 1 contract
Sources: Option and Asset Purchase Agreement (Ats Medical Inc)
Changes. Since the Statement Date, there has not 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 the Statement DateDecember 31, 1998, there has not been:
(a) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(b) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results, business or prospects of the Company (as such business is presently conducted and as it is now proposed to be conducted);
(c) any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject which would reasonably be expected to likely result in a Material Adverse Effect;
(d) any change in any compensation arrangement or agreement with any executive officer;
(e) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than except changes in the Ordinary Course ordinary course of Businessbusiness which have not, none of which individually either in any case or in the aggregate has had or is expected to have aggregate, resulted in a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(bf) Any resignation or termination any change, except in the ordinary course of any officer or key employee of the Company; and the Companybusiness, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company (nor any contingent obligation of the Company regarding any director, shareholder, key service provider or officer of the Company) by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company, any redemption, purchase or acquisition by the Company of any of its outstanding capital stock, or the adoption or consideration of any plan or arrangement with respect thereto other than the Series B Preferred Stock Share Purchase Agreements entered into between the Company and each purchaser of the Company's Series B Preferred Stock which provide to the Company, in respect of the Series B Preferred Stock, certain rights of first refusal and certain rights to purchase upon involuntary transfer;
(h) any resignation or termination of employment of any key employee or service provider of the Company, or to the Company's knowledge any plans with respect thereto;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by to the Company's knowledge, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, character which could reasonably be expected to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of have a Material Adverse Effect;
(j) any change in the Company's accounting or internal control procedures and practices that affects the manner in which the Company's financial statements are prepared or that would require disclosure in the Company's financial statements;
(k) any transaction which was not in the ordinary course of business; or
(nl) Any arrangements any damage to, destruction of or commitment loss of physical property (whether or not covered by the Company insurance) resulting or that could reasonably be expected to do any of the acts described result in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Avenue a Inc)
Changes. Since the Statement Datedate of the Most Recent Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dc) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ed) Any waiver by the Company of a material right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(jg) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts of less than $5,000 and for current liabilities incurred in the Ordinary Course ordinary course of Businessthe business of the Company;
(kh) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(li) Any changes change in any Applicable Contract contract or other agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(nk) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Sources: Contribution Agreement (American Restaurant Concepts Inc)
Changes. Since the Statement DateSeptember 30, 2001, there has not been:
(a) Any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director officer or shareholderdirector;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, condition or operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Metropolitan Health Networks Inc)
Changes. Since Except as disclosed in the Statement DateDisclosure Letter, since December 31, 1997, the date of the latest audited balance sheet included in the Financial Statements (the "Latest Balance Sheet"), there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company of a material valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(e) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(f) Any direct any resignation or indirect termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(g) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(h) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any shareholder, employee, officer or director members of the Companytheir immediate families, other than travel advances and other advances made in the Ordinary Course ordinary course of Business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;its business; or
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by to the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects best of the Company;
(m) Any 's knowledge, any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results, prospects or prospects business of the Company; or
Company (n) Any arrangements or commitment by the Company as such business is presently conducted and as it is proposed to do any of the acts described in subsection (a) through (m) abovebe conducted).
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Bluestone Software Inc)
Changes. Since To the Statement Datebest of the Company's knowledge, since December ------- 31, 1996, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, operating results or operations prospects of the Company from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, business or prospects or financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any waiver or compromise by the Company of a material valuable right or of a material debt owed to it;
(fd) Any direct satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any shareholder, employee, officer or director of the Company, other than advances made except in the Ordinary Course ordinary course of Businessbusiness and which is not material to the business, properties, prospects or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(f) Any material change in any compensation arrangement or agreement with any employee, officer, director director, or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(kg) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets assets;
(h) Any resignation or termination of employment of any key officer of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(i) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(j) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(k) Any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes declaration, setting aside or payment or other distribution in respect of any Applicable Contract which materially and adversely affects of the businessCompany's capital stock, assetsor any direct or indirect redemption, liabilities, financial condition, operations purchase or prospects other acquisition of any of such stock by the Company;
(m) Any other event or condition of any charactercharacter that might materially and adversely affect the business, to the Knowledge properties, prospects or financial condition of the Company that, either individually or cumulatively, has materially (as such business is presently conducted and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Companyas it is proposed to be conducted); or
(n) Any arrangements agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.20.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Corsair Communications Inc)
Changes. Since March 31, 2002, except as disclosed in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the Company;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since the 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 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 Except as set forth in the Statement DateSchedule of Exceptions ------- or the Memorandum, since July 31, 1995 until the date of this Agreement, to the best of the Company's knowledge 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 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 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 or otherwise;
(dc) 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 Company;
(ed) Any waiver or compromise 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 shareholderemployee, officer, director or shareholder of the Company, other than travel advances made in the ordinary course of business;
(f) Any increase in the compensation of any employee, officer or director of the Company, other than advances made in the Ordinary Course for ordinary course of Businessbusiness annual compensation review adjustments;
(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;
(ih) Any material labor organization activity;
(ji) Any material debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(j) Any change in the outstanding securities of the Company, other than the issuance of Common Stock upon exercise of outstanding stock options;
(k) Any sale, assignment capital expenditure or transfer commitment by the Company in excess of any patents, trademarks, copyrights, trade secrets $50,000 individually or other intangible assets other than licenses entered into $200,000 in the Ordinary Course of Businessaggregate;
(l) Any changes change in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations method of accounting or prospects of accounting practice or policy used by the Company, other than such changes required by GAAP;
(m) Any failure by the Company to pay creditors aggregate amounts in excess of $100,000 owed to such creditors when due;
(n) Any disclosure of any secret or confidential intellectual property (except by way of issuance of any patent) or any lapse or abandonment of any intellectual property (or any registration or grant thereof or any application relating thereto) to which, or under which, the Company has any right, title, interest or license;
(o) Any agreement by or on behalf of the Company, whether in writing or otherwise, to take any of the actions specified in this Section 9.10;
(p) To the best of the Company's knowledge, any other event or condition (or events or conditions) of any character, to the Knowledge of the Company thatcharacter which, either individually or cumulatively, has materially and adversely affected the business, assetsaffairs, liabilitiesprospects, financial conditionconditions, operations operations, properties or prospects assets 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 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 distri- bution 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;
(n) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000; or
(np) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 5.9.
Appears in 1 contract
Sources: Series F Preferred Stock and Warrant Purchase Agreement (Halpern Denny Iii Lp)
Changes. Since To the Company’s knowledge, since the Financial Statement Date, there has not been:
(a) Any any material 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 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 any damage, destruction or loss, whether or not covered by insurance, that has had or could reasonably be expected to have a Material Adverse Effect;
(c) any waiver by the Company of a valuable right or of a material debt owed to it;
(d) any material change or amendment to a material agreement by which the Company or any of their assets or properties is bound or subject;
(e) any loans made by the Company to or for the benefit of their 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;
(f) any resignation or termination of any executive 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 employee;
(cg) Any any material change in any compensation arrangement or agreement with any key employee, director or stockholder of the Company;
(h) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company;
(i) 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;
(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 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
(l) 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;
(dm) Any damageany receipt of notice that there has been a loss of, destruction or lossmaterial order cancellation by, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition any major customer of the Company;
(en) 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 reflected and accrued for under the Financial Statements incurred in the Ordinary Course ordinary course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Business;
(l) Any changes in any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(no) Any arrangements any agreement or commitment by the Company to do any of the acts described in subsection (a) through (m) aboveforegoing.
Appears in 1 contract
Sources: Series F Preferred Stock Purchase Agreement (Kensington Capital Acquisition Corp.)
Changes. Since the Financial Statement Date, there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company or the 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, prospects or business of the Company or the Subsidiary (as such business is presently conducted and as it is presently proposed to be conducted);
(c) any waiver by the Company or the Subsidiary of a material 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 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 or the Subsidiary (as such business is presently conducted and as it is presently proposed to be conducted);
(e) 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 are bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder of the Company or the Subsidiary;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or the Subsidiary;
(h) any resignation or termination of employment of any key officer or key employee of the CompanyCompany or the Subsidiary; and the CompanyCompany and the Subsidiary, to the best of its Knowledgerespective knowledge, 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 order cancellation by, any major customer material to the contingent obligations business 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 activitySubsidiary;
(j) Any debtany mortgage, obligation pledge, transfer of a security interest in, or liability incurredlien, assumed or guaranteed created by the CompanyCompany or the Subsidiary, with respect to any of its material properties or assets, except those liens for immaterial amounts taxes not yet due or payable and for current liabilities incurred liens that arise in the Ordinary Course ordinary course of Businessbusiness and do not materially impair the Company’s or the Subsidiary’s ownership or use of such property or assets;
(k) Any saleany loans or guarantees made by the Company or the Subsidiary to or for the benefit of their respective employees, assignment officers or transfer directors, or any members of any patentstheir immediate families, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes any declaration, setting aside or payment or other distribution in respect of any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company’s or the Subsidiary’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company or the Subsidiary;
(m) Any to the Company’s and the Subsidiary’s knowledge, any other event or condition of any character, character that is reasonably likely 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, on a consolidated basis (as such business is presently conducted and as it is presently proposed to be conducted); or
(n) Any arrangements any agreement or commitment by the Company or the Subsidiary to do any of the acts things described in subsection (a) through (m) abovethis Section 2.23.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Qlik Technologies Inc)
Changes. Since March 31, 2007, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial StatementsCompany, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the assets, liabilities, financial condition, operations or prospects of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any executive employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course assets; Table of Business;Contents
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since 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 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 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 1 contract
Sources: Third Series F Preferred Stock and Warrant Purchase Agreement (Halpern Denny Iii Lp)
Changes. Since September 30, 2003 , except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Statement DateRelated Agreements, there has not been:
(a) Any 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 DateDate and, with respect to Macro, Helix, Utusan and Fast Access, since the date of each of the respective balance sheets for the Additional Subsidiary Financial Statements referred to in Section 3.5 above, 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 C Preferred Stock Purchase Agreement (Asia Online LTD)
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 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 been:
(a1) Any change in the assets, liabilities, condition (financial condition or operations otherwise), operating results, business or prospects of the Company or any of its Subsidiaries 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 aggregate, materially adverse to have a material adverse effect on the assets, liabilities, condition (financial conditionor otherwise), operations operating results, business or prospects of the CompanyCompany and its Subsidiaries, taken as a whole;
(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;
(c2) Any material change in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d3) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the propertiesassets, liabilities, condition (financial or otherwise), operating results, business or prospects or financial condition of the CompanyCompany and its Subsidiaries, taken as a whole;
(e4) Any waiver by the Company or any of its Subsidiaries of a material valuable right or of a material debt owed to it;
(f5) Any direct or indirect loans made by the Company or any of its Subsidiaries to any shareholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g6) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholdershareholder of the Company or any of its Subsidiaries;
(h7) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) 8) Any labor organization activity;
(j9) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for other than current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness and reflected in the Schedule of Exceptions;
(k10) 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;
(l11) Any changes change in any Applicable Contract agreement to which the Company or any of its Subsidiaries is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, condition (financial conditionor otherwise), operations operating results, business or prospects of the CompanyCompany and its Subsidiaries, taken as a whole;
(m12) 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, condition (financial conditionor otherwise), operations operating results, business or prospects of the Company and its Subsidiaries, taken as a whole;
(13) Any resignation or termination of employment or, to the Company's best knowledge, any impending resignation or termination of employment of any officer or key employee of the Company or any of its Subsidiaries;
(14) Receipt of any notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any of its Subsidiaries;
(15) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or any of its Subsidiaries with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(16) Any direct or indirect redemption, purchase or other acquisition by the Company of any shares of its capital stock; or
(n17) Any arrangements agreement or commitment by the Company or any of its Subsidiaries to do any of the acts things described in subsection (a) through (m) abovethis Section 3.j.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Firstworld Communications 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 Except as set forth in the Statement DateSEC Reports, since March 31, 2005 there has not been:
(a) Any change in the assets, liabilities, financial condition condition, prospects or operations of the Company from that reflected in the Financial Statementsor any of its Subsidiaries, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on the such assets, liabilities, financial condition, prospects or operations or prospects of the CompanyCompany or any of its Subsidiaries;
(b) Any resignation or termination of any officer or officer, key employee or group of employees of the Company; and the Company, to the best Company or any of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeSubsidiaries;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany or any of its Subsidiaries;
(e) Any waiver by the Company or any of its Subsidiaries of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company or any of its Subsidiaries to any shareholderstockholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(i) Any labor organization activityactivity related to the Company or any of its Subsidiaries;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company or any of its Subsidiaries is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the CompanyCompany or any of its Subsidiaries ;
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has or may materially and adversely affected affect the business, assets, liabilities, financial condition, prospects or operations or prospects of the CompanyCompany or any of its Subsidiaries; or
(n) Any arrangements arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Implant Sciences Corp)
Changes. Since Except as set forth in Schedule 3.9, 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 StatementsBalance 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, 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;; or
(m) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(n) Any arrangements or commitment by the Company to do any . For purposes of the acts described in this subsection (a) through (m) above), a material and adverse effect shall only be deemed to occur if its monetary impact exceeds, or with the passage of time, will exceed $25,000.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Netlibrary 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 the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any shareholderstockholder, employee, officer or director of the Company, other than advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholderstockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activityactivity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Company is a party or by which it is bound which may materially and adversely affects affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character, character relating to the Knowledge of the Company that, either individually or cumulatively, has materially and adversely affected or is reasonably expected to have a material effect on the business, assets, liabilities, financial condition, or results of operations or prospects of the Company; or
(n) Any arrangements arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Socket Communications Inc)
Changes. Since 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 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, to the Corporation's knowledge:
(a) Any change in the assets, liabilities, financial condition or operations of the Company Corporation from that reflected in the Financial Statements, other than changes in the Ordinary Course ordinary course of Businessbusiness, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the such assets, liabilities, financial condition, condition or operations or prospects of the CompanyCorporation;
(b) Any resignation or termination of any officer or key employee officers of the CompanyCorporation; and the CompanyCorporation, to the best of its Knowledgeknowledge, does not know of the impending resignation or termination of employment of any such officer or key employeeofficer;
(c) Any material change change, in the contingent obligations of the Company Corporation by way of guaranty, endorsement, indemnity, warranty warranty, satisfaction, discharge or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCorporation;
(e) Any waiver by the Company Corporation of a material valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company Corporation to any shareholder, employee, officer or director of the CompanyCorporation, other than immaterial advances made in the Ordinary Course ordinary course of Businessbusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(h) Any declaration declaration, setting aside or payment of any dividend or other distribution of the assets of the CompanyCorporation, or any direct or indirect redemption, purchase or other acquisition of any of the Corporation's capital stock by the Corporation;
(i) Any labor organization activitymortgage, pledge, transfer of a security interest in, or lien, created by the Corporation with respect to any of its material properties or assets, except for liens for taxes not yet due or payable;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCorporation, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course ordinary course of Businessbusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than licenses entered into in the Ordinary Course of Businessassets;
(l) Any changes change in any Applicable Contract material agreement to which the Corporation is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the CompanyCorporation, including compensation agreements with the Corporation's employees;
(m) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Corporation;
(n) Any other event or condition of any character, to the Knowledge of the Company character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of the CompanyCorporation; or
(no) Any arrangements any arrangement or commitment by the Company Corporation to do any of the acts items described in subsection (a) through (m) abovethis section 3.22.
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Adesso Healthcare Technology Services Inc)
Changes. Since Except as set forth in the Disclosure Letter, since the Financial Statement Date, Date there has not been:
(a) Any any change in the assets, liabilities, financial condition or operations operating results of the Company Company, GroupCo, the Subsidiary or any of the PRC Entities from that reflected in the Financial Statements, other than except changes in the Ordinary Course ordinary course of Businessbusiness that have not been, none of which individually or in the aggregate has had or is expected to have a material adverse effect on the assetsaggregate, liabilities, financial condition, operations or prospects of the Companymaterially adverse;
(b) Any resignation or termination of any officer or key employee of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the Company, GroupCo, the Subsidiary and the PRC Entities as a whole (as such businesses are currently conducted and are proposed to be conducted);
(ec) Any any waiver by the Company Company, by GroupCo, by the Subsidiary or by any of the PRC Entities of a material valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company Company, GroupCo, the Subsidiary or any of the PRC Entities, except in the ordinary course of business and that is not material to any shareholderthe assets, employeeproperties, officer financial condition, operating results or director business of the Company, other than advances made in GroupCo, the Ordinary Course of BusinessSubsidiary and the PRC Entities as a whole (as such businesses are currently conducted and are proposed to be conducted);
(ge) Any any material change or amendment to a material contract or arrangement by which the Company, GroupCo, the Subsidiary, any of the PRC Entities or any of their respective assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any key officer of the Company, the Subsidiary or any of the PRC Entities; and none of the Company, GroupCo or any of the Founders knows of the impending resignation or termination of employment of any such officer or key employee;
(i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company, by GroupCo, by the Subsidiary or by any of the PRC Entities;
(j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, GroupCo, the Subsidiary or by any of the PRC Entities, with respect to any of their respective material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s, GroupCo’s, the Subsidiary’s or any of the PRC Entities’ ownership or use of such property or assets and purchase money mortgages and leased equipment;
(k) any loans or guarantees made by the Company, GroupCo, the Subsidiary or any of the PRC Entities to or for the benefit of their respective employees, officers or directors, or any members of their immediate families, other than licenses entered into travel advances and other advances made in the Ordinary Course ordinary course of Businessits business;
(l) Any changes any declaration, setting aside or payment or other distribution in respect of any Applicable Contract which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company’s, GroupCo’s, the Subsidiary’s or any of the PRC Entities’ capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company, GroupCo, or by the Subsidiary;
(m) Any to the Company’s, GroupCo’s or the Founders’ knowledge, any other event or condition of any character, to the Knowledge of the Company that, either individually or cumulatively, has character that might materially and adversely affected affect the business, assets, liabilitiesproperties, financial condition, operations operating results or prospects business of the Company, GroupCo, the Subsidiary or any of the PRC Entities (as such businesses are currently conducted and are proposed to be conducted);
(n) any incurrence by the Company, GroupCo, the Subsidiary or any of the PRC Entities of any capital expenditure or any capital commitment in excess of US$100,000;
(o) material change by the Company, GroupCo, the Subsidiary or any of the PRC Entities in accounting methods, principles or practice; or
(np) Any arrangements any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.26.
Appears in 1 contract
Sources: Share Purchase Agreement (New Oriental Education & Technology Group Inc.)