No Significant Changes Sample Clauses

No Significant Changes. VIALOG agrees that there will be no ---------------------- "significant change" (as defined below) in the conduct of the business of the Company for a period of two years after the Financing Closing Date without the approval of a majority in interest of the Stockholders. "Significant change" means any change in the location of the Company's facilities, a physical merging of the Company's operations with another operation, any change in the position of those employees who receive employment agreements pursuant to Section 7.2(s), or a reduction in force or the termination of any employee except as related to employee performance or the contemplated reorganization of the combined sales/marketing staff or the accounting function.
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No Significant Changes. VIALOG agrees that there will be no ---------------------- "significant change" (as defined below) in the conduct of the business of the Company for a period of two
Sample 1Sample 2
No Significant Changes. Except as indicated in List 4.23, between June 30, 1999 and the execution date hereof, there has not been any significant adverse change in INFOSEL's financial situation, Necessary Assets and Necessary Agreements, liabilities (fixed, contingent, or otherwise), operating results, business, or business prospects that would cause [Initials and signatures illegible]
Sample 1
No Significant Changes. With the exception of the declarations made in Annex O, the company has been carefully managed since December 31, 1998, under normal conditions and in line with management principles used prior to that date. Since December 31, 1998, no decision has been made or implemented that goes beyond the normal train of business, and no significant negative change has occurred in the company's financial situation, operating profit, or in general, company business. The present sale of shares will not result in the termination, voiding or significant modification of any company contract whatsoever, notably intuitu personae.
Sample 1
No Significant Changes. Except as indicated in List 3.22, between June 30, 1999 and the execution date hereof, there has not been any significant adverse change in the Subsidiary's financial situation, assets, liabilities (fixed, contingent, or otherwise), operating results, business, or business prospects that would cause the Subsidiary to assume different liabilities or liabilities other than those the Subsidiary has vis-a-vis the Purchaser or Telefonica, S.A.
Sample 1

Related to No Significant Changes

  • Insignificant Changes No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price. Any adjustments which by reason of this Section 11.5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one-hundred thousandth of a Preferred Share or the nearest one-hundredth of a Common Share or other share or security, as the case may be.

  • Business Changes Change in any material respect the nature of the business of the Borrower or its Subsidiaries as conducted on the Effective Date.

  • Common Areas - Changes Lessor shall have the right, in Lessor's sole discretion, from time to time:

  • Adverse Changes Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could have or result in a Material Adverse Effect;

  • No Material Changes, Etc Since the Balance Sheet Date, there has occurred no material adverse change in the financial condition or assets or business of the Borrower as shown on or reflected in the balance sheet of the Borrower as of the Balance Sheet Date, or the statement of income for the fiscal year then ended, other than changes in the ordinary course of business that have not had any Material Adverse Effect either individually or in the aggregate.

  • Adverse Operating Effects The NYISO or Connecting Transmission Owner shall notify the Interconnection Customer as soon as practicable if, based on Good Utility Practice, operation of the Small Generating Facility may cause disruption or deterioration of service to other customers served from the same electric system, or if operating the Small Generating Facility could cause damage to the New York State Transmission System, the Distribution System or Affected Systems, or if disconnection is otherwise required under Applicable Reliability Standards or the ISO OATT. Supporting documentation used to reach the decision to disconnect shall be provided to the Interconnection Customer upon request. If, after notice, the Interconnection Customer fails to remedy the adverse operating effect within a reasonable time, the NYISO or Connecting Transmission Owner may disconnect the Small Generating Facility. The NYISO or Connecting Transmission Owner shall provide the Interconnection Customer with five Business Day notice of such disconnection, unless the provisions of article 3.4.1 apply.

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Certain Accounting Changes Change its Fiscal Year end, or make any change in its accounting treatment and reporting practices except as required by GAAP.

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

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