Common use of Recent Events Clause in Contracts

Recent Events. No Material Adverse Effect has occurred since December 31, 2019. Without limiting the generality of the foregoing, since December 31, 2019, except as set forth on Section 4.8 of the Disclosure Schedules, the Company has not: (a) operated outside of the Ordinary Course of Business or engaged in any transaction outside of the Ordinary Course of Business, including any sale, lease, transfer, or assignment of any of its assets or properties, tangible or intangible, outside of the Ordinary Course of Business; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or properties, tangible or intangible, other than Permitted Encumbrances; (c) amended, renewed, or extended any Material Contract; (d) accelerated, terminated, or canceled any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); (e) canceled, compromised, waived, or released any right or Claim (or series of related rights and Claims) either involving more than $250,000 or made outside of the Ordinary Course of Business; (f) experienced any damage, destruction, or loss (whether or not covered by insurance) to its assets or properties in excess of $250,000 in the aggregate; (g) amended its Governing Documents; (h) issued or redeemed any of its Equity Interests; 27 (i) entered into or amended any transaction or Contract with a Related Party or distributed or transferred any property or other assets to a Related Party; (j) amended or modified any Company Benefit Plan, other than amendments and modifications required to comply with Law; (k) increased the salary of any of its officers or employees by an amount greater than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business, surrendered any right to claim a Tax refund, requested any ruling or similar guidance with respect to Taxes, or taken any other similar action related to the filing of any Tax Return or the payment of any Tax; or (m) committed to do any of the foregoing.

Recent Events. No Since the Most Recent Fiscal Year End (i.e., 31 December 2017), no Opto-tech Entity has experienced or suffered, and there is no Basis to believe such Opto-tech Entity may experience or suffer, any Material Adverse Effect has occurred since December 31, 2019Effect. Without limiting the generality of the foregoing, except as reflected on the Latest Balance Sheet (dated 30 April 2018), since the Most Recent Fiscal Year End (i.e., 31 December 312017), 2019no Opto-tech Entity has, except other than as set forth on in Section 4.8 3.2(g) of the Disclosure SchedulesSchedule: (i) sold, the Company has not: (a) operated outside of the Ordinary Course of Business leased, transferred or engaged in any transaction outside of the Ordinary Course of Business, including any sale, lease, transfer, or assignment of assigned any of its assets or properties, tangible or intangible, outside of the Ordinary Course of Business; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or propertiesassets, tangible or intangible, other than Permitted Encumbrances; in the Ordinary Course of Business: (c) amended, renewed, or extended any Material Contract; (dii) accelerated, terminated, modified, canceled or canceled committed any breach of any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); series of related Contracts) either involving more than EUR100,000 or otherwise outside the Ordinary Course of Business; (eiii) canceled, compromised, waived, or released any right or Claim claim (or series of related rights and Claimsclaims) either involving more than $250,000 EUR50,000 or made outside of the Ordinary Course of Business; ; (fiv) experienced any damage, destruction, or loss to its property in excess of EUR50,000 in the aggregate (whether or not covered by insurance); (v) created or suffered to exist any Lien upon any of its assets assets, tangible or properties intangible, outside the Ordinary Course of Business or securing any Liability in excess of $250,000 in the aggregate; (g) amended its Governing Documents; (h) issued or redeemed any of its Equity Interests; 27EUR50,000; (ivi) declared, set aside, or paid any dividend or distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any equity securities; (vii) entered into any transaction, arrangement or amended any transaction or Contract with a Related Party contract with, or distributed or transferred any property or other assets to a Related Party; to, any manager, officer, director, equityholder or other insider or Affiliate of such Opto-tech Entity (j) amended or modified any Company Benefit Plan, other than amendments salaries and modifications required to comply with Law; (k) increased the salary of any of its officers or employees by an amount greater than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees employee benefits in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business); (viii) made or committed to make any capital expenditures or entered into any other material transaction outside the Ordinary Course of Business or involving an expenditure in excess of EUR50,000; (ix) entered into, surrendered amended or modified in any right respect (beyond any amendments and modifications reflected in true and complete copies of such Plans delivered to claim a Tax refund, requested Buyer) any ruling or similar guidance with respect to TaxesPlan, or taken announced or otherwise committed to any other similar action related to such entry, amendment or modification; (x) entered into any employment agreement or collective bargaining agreement, made any general wage or salary increase or granted any increase in excess of EUR10,000 in the filing salary of any Tax Return employee of such Opto-tech Entity or paid or committed to pay any bonus to any officer or employee, or such Opto-tech Entity or otherwise committed to any such entry, increase or payment; (xi) changed the manner in which the Business has been conducted, including collection of accounts receivable, purchases of raw materials and other Inventory or payment of accounts payable; (xii) changed the accounting principles, methods or practices or any Taxchange in the depreciation or amortization policies or rates; (xiii) changed the relationship with any customer or supplier which might reasonably be expected to result in a Material Adverse Effect; or or (mxiv) committed (orally or in writing) to do any of the foregoing.

Recent Events. No Since the Most Recent Fiscal Year End, the Company and its Subsidiaries have not experienced or suffered any Material Adverse Effect has occurred since December 31, 2019Effect. Without limiting the generality of the foregoing, since December 31except for the exercise of Options pursuant to Section 2.4 hereof, 2019or as reflected on the Latest Balance Sheet, except or as set forth on Section 4.8 of in Schedule 4.6 , since the Disclosure SchedulesMost Recent Fiscal Year End, the Company has and its Subsidiaries have not: : (a) operated outside of the Ordinary Course of Business borrowed any amount or engaged incurred or become subject to any material liabilities (other than liabilities incurred in any transaction outside of the Ordinary Course of Business, including any sale, lease, transfer, or assignment liabilities under contracts entered into in the Ordinary Course of any of its assets or properties, tangible or intangible, outside of Business and borrowings from financial institutions necessary to meet working capital requirements in the Ordinary Course of Business; ); (b) incurred any Indebtedness or caused sold, leased, transferred, assigned, abandoned or permitted to exist lapse any Encumbrance upon any of its assets or propertiesmaterial assets, tangible or intangible, other than Permitted Encumbrances; (c) amended, renewed, or extended any Material Contract; (d) accelerated, terminated, or canceled any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); (e) canceled, compromised, waived, or released any right or Claim (or series of related rights and Claims) either involving more than $250,000 or made outside of the Ordinary Course of Business; ; (fc) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; (d) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its any material assets (other than ordinary wear and tear); (e) made or properties committed to make any capital expenditures for a single project in excess of $250,000 100,000 or made any capital expenditures for all projects in an aggregate amount in excess of $500,000 or entered into any other material transaction outside the Ordinary Course of Business; (f) changed the accounting principles, methods or practices or any change in the aggregate; depreciation or amortization policies or rate; (g) amended its Governing Documents; their Certificate of Incorporation or Bylaws; (h) issued paid or redeemed increased bonuses, salaries or other compensation to any Seller, director, officer or employee except in the Ordinary Course of its Equity Interests; 27Business; (i) entered into any employment, severance or amended similar agreement or arrangement with any transaction director, officer or Contract with a Related Party or distributed or transferred any property or other assets to a Related Party; employee; (j) adopted, amended or modified terminated any Company Benefit Plan, profit sharing arrangement, bonus plan, or deferred compensation arrangement or any other than amendments and modifications required to comply with Law; compensation arrangement; (k) increased the salary sold, pledged, leased, encumbered or otherwise disposed of any of its officers material assets or employees by an amount greater real property other than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business, surrendered ; (l) cancelled or waived any claim or right to claim with a Tax refund, requested any ruling or similar guidance with respect to Taxes, or taken any other similar action related to the filing value in excess of any Tax Return or the payment of any Tax$100,000; or or (m) committed entered into any agreement, oral or written, to do any of the foregoing.

Recent Events. No Since the Most Recent Fiscal Year End, the Company has not experienced or suffered any Material Adverse Effect has occurred since December 31, 2019Effect. Without limiting the generality of the foregoing, since December 31, 2019, except as set forth on Section 4.8 of the Disclosure SchedulesLatest Balance Sheet, since the Most Recent Fiscal Year End, the Company has not: : (a) operated outside sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business Business; (b) accelerated, terminated, modified, canceled or engaged in committed any transaction breach of any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) either involving more than $10,000 or otherwise outside of the Ordinary Course of Business, including any sale, lease, transfer, or assignment of any of its assets or properties, tangible or intangible, outside of the Ordinary Course of Business; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or properties, tangible or intangible, other than Permitted Encumbrances; ; (c) amended, renewed, or extended any Material Contract; (d) accelerated, terminated, or canceled any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); (e) canceled, compromised, waived, or released any right or Claim claim (or series of related rights and Claimsclaims) either involving more than $250,000 10,000 or made outside of the Ordinary Course of Business; ; (fd) experienced any damage, destruction, or loss to its property in excess of $10,000 (whether or not covered by insurance); (e) created or suffered to exist any Security Interest upon any of its assets assets, tangible or properties intangible, outside the Ordinary Course of Business or securing any Liabilities in the aggregate in excess of $250,000 in the aggregate; 10,000; (f) issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock, or any securities convertible or exchangeable into any of its capital stock; (g) amended declared, set aside, or paid any dividend or distribution with respect to its Governing Documents; capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (h) issued or redeemed any of its Equity Interests; 27 (i) entered into any transaction, arrangement or amended any transaction or Contract with a Related Party contract with, or distributed or transferred any property or other assets to, any officer, director, Shareholder or other insider or Affiliate of the Company (other than salaries and employee benefits in the Ordinary Course of Business); (i) made or committed to a Related Party; make any capital expenditures or entered into any other material transaction outside the Ordinary Course of Business involving an expenditure in excess of $10,000; (j) amended or modified in any Company Benefit Plan, other than respect any Plan (beyond any amendments and modifications required reflected in true and complete copies of such Plans delivered to comply with Law; Buyer); (k) increased entered into any employment agreement or collective bargaining agreement or granted any increase in the salary of any officer or employee of its officers or employees by an amount greater than three percent (3%) of such salary as of December 31, 2019, the Company or paid or committed to pay any bonus to any of its officers officer or employees in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; employee; (l) madechanged the manner in which the business has been conducted, changedincluding, without limitation, billing of clients or rescinded any material Tax electioncollection of accounts receivable, adopted purchases of goods and services or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business, surrendered any right to claim a Tax refund, requested any ruling or similar guidance with respect to Taxes, or taken any other similar action related to the filing of any Tax Return or the payment of any Tax; or accounts payable; (m) changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; (n) changed the relationships with any client, contractor or supplier which might reasonably be expected to result in a Material Adverse Effect; or (o) committed (orally or in writing) to do any of the foregoing.

Recent Events. No Since the Most Recent Fiscal Year End (i.e., 31 December 2017), no Opto-tech Entity has experienced or suffered, and there is no Basis to believe such Opto-tech Entity may experience or suffer, any Material Adverse Effect has occurred since December 31, 2019Effect. Without limiting the generality of the foregoing, except as reflected on the Latest Balance Sheet (dated 30 April 2018), since the Most Recent Fiscal Year End (i.e., 31 December 312017), 2019no Opto-tech Entity has, except other than as set forth on in Section 4.8 3.2(g) of the Disclosure Schedules, the Company has notSchedule: (a) operated outside i)sold, leased, transferred or assigned any of the Ordinary Course of Business its assets, tangible or engaged intangible, other than in any transaction outside of the Ordinary Course of Business: (ii)accelerated, including terminated, modified, canceled or committed any sale, lease, transfer, or assignment breach of any Contract (or series of its assets related Contracts) either involving more than EUR100,000 or properties, tangible or intangible, otherwise outside of the Ordinary Course of Business; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or properties, tangible or intangible, other than Permitted Encumbrances; (c) amended, renewed, or extended any Material Contract; (d) accelerated, terminated, or canceled any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); (e) cancelediii)canceled, compromised, waived, or released any right or Claim claim (or series of related rights and Claimsclaims) either involving more than $250,000 EUR50,000 or made outside of the Ordinary Course of Business; (f) experienced iv)experienced any damage, destruction, or loss to its property in excess of EUR50,000 in the aggregate (whether or not covered by insurance) ); (v)created or suffered to exist any Lien upon any of its assets assets, tangible or properties intangible, outside the Ordinary Course of Business or securing any Liability in excess of $250,000 in the aggregateEUR50,000; (gvi)declared, set aside, or paid any dividend or distribution with respect to its equity securities (whether in cash or in kind) amended its Governing Documentsor redeemed, purchased, or otherwise acquired any equity securities; (h) issued vii)entered into any transaction, arrangement or redeemed any of its Equity Interests; 27 (i) entered into or amended any transaction or Contract with a Related Party contract with, or distributed or transferred any property or other assets to a Related Party; to, any manager, officer, director, equityholder or other insider or Affiliate of such Opto-tech Entity (j) amended or modified any Company Benefit Plan, other than amendments salaries and modifications required to comply with Law; (k) increased the salary of any of its officers or employees by an amount greater than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees employee benefits in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business); (viii)made or committed to make any capital expenditures or entered into any other material transaction outside the Ordinary Course of Business or involving an expenditure in excess of EUR50,000; (ix)entered into, surrendered amended or modified in any right respect (beyond any amendments and modifications reflected in true and complete copies of such Plans delivered to claim a Tax refund, requested Buyer) any ruling or similar guidance with respect to TaxesPlan, or taken announced or otherwise committed to any other similar action related to such entry, amendment or modification; (x)entered into any employment agreement or collective bargaining agreement, made any general wage or salary increase or granted any increase in excess of EUR10,000 in the filing salary of any Tax Return employee of such Opto-tech Entity or paid or committed to pay any bonus to any officer or employee, or such Opto-tech Entity or otherwise committed to any such entry, increase or payment; (xi)changed the manner in which the Business has been conducted, including collection of accounts receivable, purchases of raw materials and other Inventory or payment of any Taxaccounts payable; or (m) committed to do any of the foregoing.12

Recent Events. No Except as set forth in Section 3.1(g) of the Disclosure Schedule, since the date of the Interim Balance Sheet, neither the Company nor any of its Subsidiaries has experienced or suffered any Material Adverse Effect has occurred since December 31, 2019Effect. Without limiting the generality of the foregoing, since December 31, 2019, except as set forth on the Latest Financials or Section 4.8 3.1(g) of the Disclosure SchedulesSchedule, since the date of the Interim Balance Sheet, neither the Company has not: nor any of its Subsidiaries: (ai) operated outside sold, leased, transferred or assigned any of its assets, tangible or intangible, with an aggregate value greater than $75,000, other than in the Ordinary Course of Business Business; (ii) accelerated, terminated, modified, canceled or engaged committed any breach of any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) either involving more than $50,000 individually or in any transaction the aggregate or otherwise outside of the Ordinary Course of Business, including any sale, lease, transfer, or assignment of any of its assets or properties, tangible or intangible, outside of the Ordinary Course of Business; ; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or properties, tangible or intangible, other than Permitted Encumbrances; (c) amended, renewed, or extended any Material Contract; (d) accelerated, terminated, or canceled any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); (eiii) canceled, compromised, waived, or released any right or Claim claim (or series of related rights and Claimsclaims) either involving more than $250,000 50,000 individually or made in the aggregate or outside of the Ordinary Course of Business; ; (fiv) experienced any damage, destruction, or loss to its property in excess of $50,000 (whether or not covered by insurance) individually or in the aggregate; (v) created or suffered to exist any Security Interest upon any of its assets assets, tangible or properties intangible, outside the Ordinary Course of Business or securing any Liabilities in the aggregate in excess of $250,000 75,000; (vi) issued, sold, or otherwise disposed of any Company Stock or other equity securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any interest in the aggregate; (g) amended its Governing Documents; (h) issued Company or redeemed any of its Equity Interests; 27equity securities, or any securities convertible or exchangeable into Company Stock or other equity securities; (ivii) declared, set aside, or paid any dividend or distribution with respect to the Company Stock or any of its equity securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any Company Stock or any of its equity securities; (viii) entered into any transaction, arrangement or amended any transaction or Contract with a Related Party contract with, or distributed or transferred any property or other assets to a Related Party; (j) amended to, any officer, director, Shareholder or modified any other insider or Affiliate of the Company Benefit Plan, other than amendments and modifications required to comply with Law; (k) increased the salary of or any of its officers or employees by an amount greater Subsidiaries (other than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees salaries and employee benefits in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business, surrendered ); (ix) made or committed to make any right to claim a Tax refund, requested any ruling capital expenditures or similar guidance with respect to Taxes, or taken entered into any other similar action related material transaction outside the Ordinary Course of Business involving an expenditure in excess of $50,000 individually or in the aggregate; (x) amended or modified in any material respect any Plan (beyond any amendments and modifications reflected in true and complete copies of such Plans delivered to ▇▇▇▇▇▇▇); (xi) entered into any employment agreement for a base salary in excess of $125,000 or collective bargaining agreement or granted any increase in excess of $25,000 in the filing salary of any Tax Return officer or management employee of the Company (or increase in excess of $15,000 in the case of any non-management employee) or paid or committed to pay any bonus to any officer or employee; (xii) changed in any material respect the manner in which the business has been conducted, including, without limitation, billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable; (xiii) changed the accounting principles, methods or practices or any Taxchange in the depreciation or amortization policies or rates, except in each case as required by GAAP; (xiv) changed the relationships with any client, contractor or supplier which might reasonably be expected to result in a Material Adverse Effect; or (xv) entered into any binding commitment (orally or (min writing) committed to do any of the foregoing.

Recent Events. No Since the Most Recent Fiscal Year End, no PMG Company has experienced or suffered, and there is no Basis to believe any PMG Company may experience or suffer, any Material Adverse Effect has occurred since December 31, 2019Effect. Without limiting the generality of the foregoing, since December 31, 2019, except as set forth reflected on Section 4.8 of the Disclosure SchedulesLatest Balance Sheet, since the Most Recent Fiscal Year End, no PMG Company has not: has: (ai) operated outside of the Ordinary Course of Business sold, leased, transferred or engaged in any transaction outside of the Ordinary Course of Business, including any sale, lease, transfer, or assignment of assigned any of its assets or properties, tangible or intangible, outside of the Ordinary Course of Business; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or propertiesassets, tangible or intangible, other than Permitted Encumbrances; in the Ordinary Course of Business; (c) amended, renewed, or extended any Material Contract; (dii) accelerated, terminated, modified, canceled or canceled committed any breach of any Contract that, if currently in force, would constitute a Material Contract either involving more than $25,000 or otherwise outside the Ordinary Course of Business; (and no third party accelerated, terminated, or canceled any such Contract); (eiii) canceled, compromised, waived, waived or released any right or Claim claim (or series of related rights and Claimsclaims) either involving more than $250,000 25,000 or made outside of the Ordinary Course of Business; ; (fiv) experienced any damage, destruction, destruction or loss to its property in excess of $25,000 in the aggregate (whether or not covered by insurance); (v) created or suffered to exist any Lien upon any of its assets assets, tangible or properties intangible, outside the Ordinary Course of Business or securing any Liability in excess of $250,000 in the aggregate; 25,000; (gvi) amended its Governing Documents; (h) issued issued, sold or redeemed otherwise disposed of any of its Equity Interests; 27equity securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its equity securities, or any securities convertible or exchangeable into any of its equity securities; (ivii) declared, set aside or paid any dividend or distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity securities; (viii) entered into any transaction, arrangement or amended any transaction or Contract with a Related Party contract with, or distributed or transferred any property or other assets to a Related Party; to, any officer, director, member or other insider or Affiliate of the Company (j) amended or modified any Company Benefit Plan, other than amendments salaries and modifications required to comply with Law; (k) increased the salary of any of its officers or employees by an amount greater than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees employee benefits in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business, surrendered ); (ix) made or committed to make any right to claim a Tax refund, requested any ruling capital expenditures or similar guidance with respect to Taxes, or taken entered into any other similar action related to material transaction outside the filing Ordinary Course of Business or involving an expenditure in excess of $25,000; (x) amended or modified in any respect any Plan; (xi) entered into any employment agreement or collective bargaining agreement or granted any increase in excess of $25,000 in the salary of any Tax Return officer or management level employee of any PMG Company (or increase in excess of $25,000 in the case of any non-management employee) or paid or committed to pay any bonus to any officer or employee; (xii) changed the manner in which the Business has been conducted, including, without limitation, collection of accounts receivable, purchases of raw materials and other Inventory or payment of accounts payable; (xiii) changed the accounting principles, methods or practices or any Taxchange in the depreciation or amortization policies or rates; (xiv) changed the relationship with any customer or supplier which might reasonably be expected to result in a Material Adverse Effect; or or (mxv) committed (orally or in writing) to do any of the foregoing.

Recent Events. No Since the Most Recent Fiscal Year End, neither the Company nor any Subsidiary has experienced or suffered any Material Adverse Effect has occurred since December 31, 2019Effect. Without limiting the generality of the foregoing, since December 31, 2019, except as set forth on Section 4.8 of the Disclosure SchedulesLatest Balance Sheet, since the Most Recent Fiscal Year End, neither the Company has notnor any Subsidiary has: (ai) operated outside sold, leased, transferred or assigned any of the Ordinary Course of Business its assets, tangible or engaged intangible, other than in any transaction outside of the Ordinary Course of Business; (ii) accelerated, including terminated, modified, canceled or committed any salebreach of any contract, lease, transfersublease, license, or assignment sublicense (or series of any of its assets related contracts, leases, subleases, licenses, and sublicenses) either involving more than $50,000 individually or properties$250,000 in the aggregate, tangible or intangible, otherwise outside of the Ordinary Course of Business; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or properties, tangible or intangible, other than Permitted Encumbrances; (c) amended, renewed, or extended any Material Contract; (d) accelerated, terminated, or canceled any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); (eiii) canceled, compromised, waived, or released any right or Claim claim (or series of related rights and Claimsclaims) either involving more than $50,000 individually or $250,000 in the aggregate or made outside of the Ordinary Course of Business; (fiv) experienced any damage, destruction, or loss to its property in excess of $20,000 individually or $100,000 in the aggregate (whether or not covered by insurance); (v) created or suffered to exist any Security Interest upon any of its assets assets, tangible or properties intangible, outside the Ordinary Course of Business or securing any Liabilities in the aggregate in excess of $250,000 in the aggregate20,000; (gvi) amended its Governing Documents; (h) issued issued, sold, or redeemed otherwise disposed of any of its Equity Interestscapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock, or any securities convertible or exchangeable into any of its capital stock; 27 (ivii) declared, set aside, or paid any dividend or distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (viii) entered into any transaction, arrangement or amended any transaction or Contract with a Related Party contract with, or distributed or transferred any property or other assets to a Related Party; to, any officer, director, shareholder or other insider or Affiliate of the Company (j) amended or modified any Company Benefit Plan, other than amendments salaries and modifications required to comply with Law; (k) increased the salary of any of its officers or employees by an amount greater than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees employee benefits in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (including any estimated Tax payments), incurred any Tax liability outside of the Ordinary Course of Business, surrendered any right to claim a Tax refund, requested any ruling or similar guidance with respect to Taxes, or taken any other similar action related to the filing of any Tax Return or the payment of any Tax; or (m) committed to do any of the foregoing.);