Subsequent Events. Since September 30, 2012, there has not been: (a) any change in the business, assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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; (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 resignation or termination of employment of any officer of the Company; (h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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; (i) 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; (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 sale, assignment or transfer of any intellectual property of the Company; (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or (n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (iRhythm Technologies, Inc.), Note and Warrant Purchase Agreement (iRhythm Technologies, Inc.)
Subsequent Events. Since September 30Except as disclosed in Schedule 4.7 of the Disclosure Schedule, 2012since the date of the Most Recent Balance Sheet, there has not beenbeen any change affecting the business, operations, financial condition, results of operations or assets of the Company that has had a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since that date, except as disclosed in Schedule 4.7 of the Disclosure Schedule or otherwise permitted in this Agreement:
(a) the Company has not sold, leased, transferred, disposed, or assigned any change in the business, of its material assets, liabilitiestangible or intangible, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, other than for a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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 fair consideration in the ordinary course of business;
(eb) the Company has not entered into any agreement, contract, lease, or license which is currently in effect (or series of related agreements, contracts, leases, and licenses which are currently in effect) outside the ordinary course of business;
(c) no party (including the Company) has accelerated, terminated, modified, or canceled any material change agreement, material contract, material lease, or material license (or series of related material agreements, material contracts, material leases, and material licenses) to a material contract or agreement by which the Company is a party or by which it is bound;
(d) the Company has not imposed any Security Interest upon any of its assets is bound assets, tangible or subjectintangible;
(e) the Company has not made any capital expenditure (or series of related capital expenditures) in excess of $50,000 outside the ordinary course of business;
(f) the Company has not made any material change in capital investment in, any compensation arrangement loan to, or agreement with any employeeacquisition of the securities or assets of, officerany other person (or series of related capital investments, director or stockholderloans, and acquisitions) outside the ordinary course of business;
(g) the Company has not issued any resignation note, bond, or termination other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation, and the Company has not incurred any material obligation or liability, absolute, accrued, contingent or otherwise, whether or not due or to become due, except in the ordinary course of employment of business, or incurred any officer of liability or obligation to the CompanySeller other than for normal compensation in accordance with past practices;
(h) the Company has not delayed or postponed the payment of accounts payable or other liabilities outside the ordinary course of business or written off as uncollectible, compromised, canceled or waived or released any material mortgageclaim of the Company to, pledgeany debt, transfer of a security interest in, note or lien, created by the Company, with respect to any of its properties or assetsaccount receivable, except liens for taxes not yet due or payable and liens that arise write-offs in the ordinary course of business and do not materially impair consistent with the Company’s ownership or use of such property or assets's past practices;
(i) any loans there has been no change made or guarantees made by authorized to the Company to articles of incorporation 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;
(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 sale, assignment or transfer of any intellectual property bylaws of the Company;
(j) the Company has not 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, exchange, or exercise) any of its capital stock, purchased or redeemed any shares of its capital stock or made any distributions to the Seller with respect to its capital stock;
(k) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property except for ordinary wear and tear;
(l) receipt of notice that there the Company has been a loss ofnot made any loan to, or material order cancellation byentered into any other transaction with, any major customer of its directors, officers, and employees outside the Companyordinary course of business;
(m) to the Company’s knowledgeCompany has not entered into any employment contract or collective bargaining agreement, any other event written or condition oral, or modified the terms of any characterexisting such contract or agreement, other than events affecting at-will retention or termination of non-executive employees in the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; orordinary course of business;
(n) the Company has not granted any arrangement increase in the base compensation of any of, nor made any other changes in the terms of employment of, its officers or employees outside the ordinary course of business;
(o) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing incentive, severance, or other plan, contract, or commitment by for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other benefit plan);
(p) the Company has not received any written or oral communication terminating or threatening the termination of or otherwise materially modifying any material business relationships or material written agreements between the Company and any of its customers or suppliers; and
(q) the Company has not agreed or promised to do any of the things described in this Section 2.24foregoing.
Appears in 2 contracts
Sources: Merger Agreement (Videolabs Inc), Merger Agreement (Videolabs Inc)
Subsequent Events. Since September 30the Most Recent Fiscal Year End to, 2012and including, there has not been:
the date hereof, except as otherwise set forth in Section 5.15 of the Disclosure Schedule: (a) any change The Business has been conducted and carried on only in the businessOrdinary Course; (b) Except for Inventory and supplies purchased, assetssold or otherwise disposed of in the Ordinary Course, liabilitiesSeller has not purchased, financial condition sold, leased, hypothecated, pledged or operating results otherwise acquired or disposed of any properties or assets of or for the Business; (c) Seller has not sustained or incurred any loss or damage to any of the Company from that reflected in Purchased Assets (whether or not insured against) on account of fire, flood, accident or other calamity which has interfered with or affected, or may interfere with or affect, the Financial Statements, except changes in operation of the ordinary course Business; (d) There has been no Material Adverse Change and to Seller’s Knowledge no state of business that have not caused facts or could not basis exists which may reasonably be expected to causegive rise to any Material Adverse Change; (e) Seller has not waived, released or cancelled any claims against third parties or Indebtedness owing to Seller, or any rights which have a value in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;
(c) any waiver or compromise by the Company aggregate in excess of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim$25,000 in connection with, or encumbrance related to the Business, other than repayment of Indebtedness in the Ordinary Course; (f) Seller has not entered into, authorized or payment permitted any transaction with any Affiliate, shareholder, partner, director, officer or Employee of Seller in connection with or related to the Business; (g) Seller has not made any obligation by loans, advances or capital contributions to, or investments in, any other Person in connection with, or related to, the CompanyBusiness, except in the ordinary course of business;
(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 resignation or termination of employment of any officer of the Company;
Ordinary Course; (h) Seller has not issued any material mortgagenote, pledgebond or other debt security or created, transfer of a security interest inincurred, assumed or guaranteed any Liability for borrowed money outside the Ordinary Course in connection with, or lienrelated to, created by the Company, with respect to any of its 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 assetsBusiness;
(i) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24.
Appears in 2 contracts
Sources: Asset and Share Purchase Agreement, Asset and Share Purchase Agreement (Federal Signal Corp /De/)
Subsequent Events. Since September 30January 1, 20121998, there has not beenexcept as set forth in Section 4(e) of the Disclosure Schedule:
(ai) the Company has not sold, leased, transferred, or assigned any change of its material assets, tangible or intangible, other than for a fair consideration in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(bii) the Company has not entered into any damagecontract, destruction lease, sublease, license, or losssublicense (or series of related contracts, whether or not covered by insuranceleases, that has had or would reasonably be expected to have a Material Adverse Effectsubleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(ciii) no party has accelerated, terminated, modified, or cancelled any waiver contract, lease, sublease, license, or compromise by sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no further Security Interest has been imposed upon any of a valuable the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of a material debt owed related rights and claims) outside the Ordinary Course of Business;
(x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) the Company has not experienced any action adversely affecting the FCC Licenses;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(dxiii) outside the Ordinary Course of Business, the Company has not terminated or entered into any satisfaction employment arrangement, employment contract, consulting contract or discharge severance agreement or collective bargaining agreement, written or oral, or modified the terms of any lien, claim, existing such contract or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessagreement;
(exiv) any material change to a material contract or agreement by which the Company or has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its assets is bound or subjectdirectors, officers, and employees;
(fxv) the Company has not adopted any material change in (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any compensation arrangement of its directors, officers, and employees, or agreement with modified or terminated any employeeexisting such plan, officercontract, director or stockholdercommitment;
(gxvi) outside the Ordinary Course of Business, the Company has not made any resignation other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) the Company has not materially altered its credit and collection policies or its accounting policies;
(xix) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities, nor has the Company terminated or received notice of termination for any syndicated programming;
(xx) the Company has not applied to the FCC for any modification of employment of the FCC Licenses or failed to take any officer action necessary to preserve the FCC Licenses and has operated the Stations in material compliance therewith and with all FCC rules and regulations;
(xxi) there has been no change made or authorized in the charter or bylaws of the Company;
(hxxii) any material mortgagethe Company has not issued, pledge, transfer of a security interest insold, or lien, created by the Company, with respect to otherwise disposed of any of its 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;
(i) 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;
(j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or granted any direct or indirect redemptionoptions, purchasewarrants, or other acquisition of rights to purchase or obtain (including upon conversion or exercise) any of such stock by the Companyits capital stock;
(kxxiii) the Company has not declared, set aside, or paid any saledividend, assignment distribution, or transfer bonus with respect to its capital stock or redeemed, purchased, or otherwise acquired any of any intellectual property of the Company;its capital stock; and
(lxxiv) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company has not committed to do any of the things described in this Section 2.24foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Subsequent Events. Since September 30December 1, 20121997, there has not beenexcept as set forth in Section 4(e) of the Disclosure Schedule:
(ai) the Company has not sold, leased, transferred, or assigned any change of its material assets, tangible or intangible, other than for a fair consideration in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(bii) the Company has not entered into any damagecontract, destruction lease, sublease, license, or losssublicense (or series of related contracts, whether or not covered by insuranceleases, that has had or would reasonably be expected to have a Material Adverse Effectsubleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(ciii) no party has accelerated, terminated, modified, or cancelled any waiver contract, lease, sublease, license, or compromise by sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of a valuable the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of a material debt owed related rights and claims) outside the Ordinary Course of Business;
(x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) the Company has not experienced any action adversely affecting the FCC Licenses;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(dxiii) outside the Ordinary Course of Business, the Company has not terminated or entered into any satisfaction employment arrangement, employment contract, consulting contract or discharge severance agreement or collective bargaining agreement, written or oral, or modified the terms of any lien, claim, existing such contract or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessagreement;
(exiv) any material change to a material contract or agreement by which the Company or has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its assets is bound or subjectdirectors, officers, and employees;
(fxv) the Company has not adopted any material change in (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any compensation arrangement of its directors, officers, and employees, or agreement with modified or terminated any employeeexisting such plan, officercontract, director or stockholdercommitment;
(gxvi) outside the Ordinary Course of Business, the Company has not made any resignation other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) the Company has not materially altered its credit and collection policies or its accounting policies;
(xix) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities, nor has the Company terminated or received notice of termination for any syndicated programming;
(xx) the Company has not applied to the FCC for any modification of employment of the FCC Licenses or failed to take any officer action necessary to preserve the FCC Licenses and has operated the Stations in material compliance therewith and with all FCC rules and regulations;
(xxi) there has been no change made or authorized in the charter or bylaws of the Company;
(hxxii) any material mortgagethe Company has not issued, pledge, transfer of a security interest insold, or lien, created by the Company, with respect to otherwise disposed of any of its 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;
(i) 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;
(j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or granted any direct or indirect redemptionoptions, purchasewarrants, or other acquisition of rights to purchase or obtain (including upon conversion or exercise) any of such stock by the Companyits capital stock;
(kxxiii) any salethe Company has not declared, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss ofset aside, or material order cancellation bypaid any dividend, distribution, or bonus with respect to its capital stock or redeemed, purchased, or otherwise acquired any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any characterits capital stock, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected December 1997 distribution not to result in a Material Adverse Effectexceed $200,000; orand
(nxxiv) any arrangement or commitment by the Company has not committed to do any of the things described in this Section 2.24foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Subsequent Events. Since September 30January 1, 20121997, except as set forth in Section 4(e) of the Disclosure Schedules, there has not beenbeen any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date:
(ai) the Company has not sold, leased, transferred, or assigned any change of its material assets, tangible or intangible, other than for a fair consideration in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(bii) the Company has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business;
(x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) the Company has not experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had ) to its property or would reasonably be expected to have a Material Adverse Effectany action adversely affecting the FCC Licenses or the Stations;
(cxii) any waiver or compromise by the Company has not made any loan to, or entered into any other transaction with, any of a valuable its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of a material debt owed to the person against it;
(dxiii) the Company has not entered into any satisfaction employment contract, consulting contract or discharge severance agreement or collective bargaining agreement, written or oral, or modified the terms of any lienexisting such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, claimofficers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or encumbrance other insurance, (G) severance, or payment (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any obligation existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, except have become participants in all of the ordinary course of businessCompany's benefit plans);
(exvi) any material change to a material contract or agreement by which the Company or has not made any other change in employment terms for any of its assets is bound or subjectdirectors, officers, and employees;
(fxvii) the Company has not made or pledged to make any material change in any compensation arrangement charitable or agreement with any employee, officer, director or stockholderother capital contribution outside the Ordinary Course of Business;
(gxviii) there has not been any resignation other material occurrence, event, incident, action, failure to act, or termination transaction outside the Ordinary Course of employment Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any officer modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(hxxiii) any material mortgagethe Company has not issued, pledge, transfer of a security interest insold, or lien, created by the Company, with respect to otherwise disposed of any of its 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;
(i) 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;
(j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or granted any direct or indirect redemptionoptions, purchasewarrants, or other acquisition of rights to purchase or obtain (including upon conversion or exercise) any of such stock by the Companyits capital stock;
(kxxiv) the Company has not declared, set aside, or paid any saledividend or distribution with respect to its capital stock or redeemed, assignment purchased, or transfer otherwise acquired any of any intellectual property of the Companyits capital stock;
(lxxv) receipt of notice that there has been a loss of, no material adverse change in the market share or material order cancellation by, any major customer Cash flow of the Company;Stations; and
(mxxvi) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company has not committed to do any of the things described in this Section 2.24foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Subsequent Events. Since September 30, 2012, there has not been:
(a) any change in the business, assets, liabilities, financial condition or operating results date of the most recent Financial Statements which include a balance sheet (the "Balance Sheet Date") the Company from that reflected in the Financial Statements, except changes has operated in the ordinary course of business and there has not been any material adverse change with respect to the Company. Without limiting the foregoing, since that date, none of the following have occurred:
(a) the Company has not caused sold, leased, transferred, or could not reasonably be expected to cause, assigned any assets other than for a fair consideration in the aggregate, a Material Adverse Effectordinary course of business;
(b) the Company has not entered into any damagecontract or agreement (or series of related contracts or agreements), destruction or lossany amendment or modification of any contract or agreement, whether either involving more than $50,000 or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effectoutside the ordinary course of business;
(c) no Encumbrance has been imposed upon any waiver or compromise by of the Company of a valuable right or of a material debt owed to itProperties;
(d) the Company has not made any satisfaction capital expenditure (or discharge series of any lienrelated capital expenditures) involving more than $25,000 individually, claim$50,000 in the aggregate, or encumbrance or payment of any obligation by the Company, except in outside the ordinary course of business;
(e) any material change to a material contract or agreement by which the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any of its assets is bound liability for borrowed money or subjectcapitalized lease;
(f) any material change in any compensation arrangement the Company has not delayed or agreement with any employee, officer, director postponed the payment of accounts payable or stockholderother liabilities outside the ordinary course of business;
(g) the Company has not canceled, compromised, waived, or released any resignation claim or termination cause of employment action (or series of any officer related claims or causes of action) outside the ordinary course of business;
(h) there has been no change made or authorized to the Organizational Documents of the Company;
(hi) any material mortgagethe Company has not issued, pledge, transfer of a security interest insold, or lien, created by the Company, with respect to otherwise disposed of any of its 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;
(i) 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 businessmember interests;
(j) the Company has not experienced any declarationdamage, setting aside or payment or other distribution in respect of any of the Company’s capital stockdestruction, or any direct loss (whether or indirect redemption, purchase, or other acquisition not covered by insurance) to its Properties in excess of any of such stock by the Company$25,000;
(k) the Company has not made any sale, assignment or transfer of material change in any intellectual property of the Companyaccounting principles followed by it or the method of applying such principles;
(l) receipt of notice that there the Company has been a loss of, not made any change in any material Tax election or material order cancellation by, any major customer of the Companymanner Taxes are reported;
(m) there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company’s knowledge, any other event Company either involving more than $25,000 (individually or condition in the aggregate) or outside the ordinary course of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effectbusiness; orand
(n) any arrangement or commitment by the Company has not committed to do any of the things described in this Section 2.24foregoing.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Amen Properties Inc), Securities Purchase Agreement (Amen Properties Inc)
Subsequent Events. Since September 30December 31, 20122019, there has not beenexcept as otherwise set forth on Section 4.13 of the Disclosure Schedules:
(a) any change The business of each Company has been conducted and carried on in the business, assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectOrdinary Course;
(b) any damage, destruction or loss, whether or not covered by insurance, that There has had or would reasonably be expected to have a been no Material Adverse Effect;
(c) any waiver or compromise by the Neither Company of a valuable right or of a has amended its Organizational Documents, except for non-material debt owed to itamendments made solely for administrative purposes;
(d) any satisfaction Neither Company has (i) issued or discharge authorized the issuance of or sale of any lienunits, claimmembership interest, shares of capital stock or other ownership interests, or encumbrance any notes, bonds or payment other securities of either Company (including any option, warrant or other right to acquire the same), in any instance, convertible into, exchangeable for or exercisable for ownership interests of either Company or split, subdivide, combine or reclassify any ownership interests of the Companies, (ii) purchased, redeemed or otherwise acquired, or offered to purchase, redeem or otherwise acquire, any ownership interests of either Company or any other security convertible into, exchangeable for or exercisable for ownership interests of either Company, or (iii) declared, set aside, made or paid any dividends or made any other distributions (whether in cash, membership interests, property or otherwise) with respect to, or enter into any Contract relating to the declaration of any obligation by dividend or distribution with respect to, the ownership interests in such Company, except in the ordinary course of business;
(e) Neither Company has (i) sold, pledged, disposed of, transferred, leased, licensed or encumbered (except for Permitted Liens) any material change personal property, equipment or assets (except as set forth in clause (ii) below) of either Company, except (A) in the Ordinary Course or (B) pursuant to a existing Contracts set forth in Section 4.13(e) of the Disclosure Schedules, or (ii) sold, pledged, disposed of, transferred, leased, licensed or created or imposed any Liens on any material contract assets or agreement property except for (A) the execution of covenants, restrictions and other similar instruments in the Ordinary Course that, individually or in the aggregate, do not, and would not reasonably be expected to, materially impair the existing use and operation of, the property or asset affected by which the Company applicable instrument, or any (B) the execution of its assets is bound or subjectlicenses in the Ordinary Course;
(f) Neither Company has reclassifies, combined, split, subdivided or amended the terms of, or redeemed, purchased or otherwise acquired, directly or indirectly, any material change in of its equity securities or any compensation arrangement options, warrants, securities or agreement with other rights exercisable for or convertible into any employee, officer, director or stockholdersuch equity securities;
(g) Neither Company has merged or consolidated either Company with any resignation Person or termination adopted a plan of employment complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any officer of the either Company;
(h) any material mortgageNeither Company has acquired (including by merger, pledge, transfer consolidation or acquisition of a security interest in, or lien, created by the Company, with respect to any of its properties stock or assets) any equity or ownership interest in any Person or any assets, real property, personal property, equipment, business or other rights (whether by merger, stock purchase, asset purchase or otherwise), except liens for taxes not yet due or payable acquisitions of inventory, personal property, equipment and liens that arise vehicles in the ordinary course of business and do not materially impair Ordinary Course, substantially consistent with past practice or in accordance with the Company’s ownership or use of such property or assetscapital improvement plans made available to Purchaser prior to the date hereof;
(i) Neither Company has (i) incurred, assumed, refinanced or guaranteed any loans Indebtedness for borrowed money (except Indebtedness to either Company from Seller) or guarantees made by the Company to or for the benefit of its employees, officers or directorsissued any debt securities, or assumed or guaranteed any members Indebtedness for borrowed money of their immediate familiesany Person, other than travel advances and other advances made in any such case in excess of $100,000 in the ordinary course aggregate except Indebtedness that is prepayable at any time without penalty or premium or (ii) prepaid, refinanced or amended any Indebtedness, except for mandatory payments under the terms of any other Indebtedness in accordance with its businessterms;
(j) Neither Company has made any declarationloans, setting aside advances or payment or other distribution in respect of any of the Company’s capital stockcontributions to, or investments in, any direct or indirect redemption, purchase, or other acquisition of any of such stock by the CompanyPerson that would reasonably be expected to affect either Company following Closing;
(k) any saleOther than (x) in the Ordinary Course with past practice, assignment (y) to the extent required by Law or transfer the terms of any intellectual property Benefit Plan as set forth in Section 4.13(k) of the Disclosure Schedules, or (z) as specifically contemplated by this Agreement: neither Company has (i) materially increased the level of compensation or benefits payable or to become payable to its directors, officers or employees; or (ii) entered into any severance agreement with any director or executive officer of either Company;
(l) receipt Neither Company, with the exception of notice that there has been a loss ofany matters pertaining to those transactions resulting in the U.S. federal (and, or material order cancellation byto the extent applicable, any major customer state and local) income Tax entity classification of the Companies as disregarded entities, has made any tax election with respect to either Company, filed any material Tax Return materially inconsistent with past practice, made or changed any material Tax election inconsistent with past practice, settled or compromised any material Tax Contest or assessment by any Governmental Authority, adopted or changed any accounting method with respect to Taxes, entered into any closing agreement with a taxing authority or surrendered any right to claim a refund of a material amount of Taxes, in each instance, that would reasonably be expected to materially adversely impact Purchaser or either Company from a Tax perspective following the Closing;
(m) to the Company’s knowledge, Neither Company has made any other event material change in accounting policies or condition of any characterprocedures, other than events affecting the economy as required by GAAP, applicable Law or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; orany Governmental Authority of competent jurisdiction
(n) Except (i) as set forth in Section 4.13(n) of the Disclosure Schedules, (ii) capital expenditures required by Law or any arrangement lender of either Company, or commitment (iii) emergency capital expenditures in any amount that the applicable Company determined was necessary in its reasonable judgment to maintain its ability to operate its businesses in the Ordinary Course, neither Company has made any capital expenditures or entered into any Contract for any renovation, construction or capital expenditure;
(o) Neither Company has granted or announced any increase in the salaries, bonuses or other benefits payable by either Company to any of the directors, officers, employees, consultants or independent contractors, other than as required by Law;
(p) Neither Company has failed to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire;
(q) Neither Company has paid, discharged, settled or satisfied any suit, Action or claim, other than settlements of any suit, Action or claim, or threatened suit, Action or claim, that (i) required payments by the Companies (net of insurance proceeds) in an amount not to exceed $50,000 individually or $100,000 in the aggregate and (ii) does not require any other actions or imposed any other material restrictions on the business of the Companies;
(r) Neither Company has issued, delivered, sold, granted, pledged or otherwise encumbered or subjected to any Lien any ownership interests, any other voting securities or any securities convertible into, exchangeable for, exercisable for, or any rights, warrants or options to acquire, any such ownership interests, voting securities or convertible securities, or any “phantom” units, “phantom” unit rights, or unit appreciation rights, including pursuant to contracts as in effect on the date hereof;
(s) Neither Company has adopted a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of either Company;
(t) Neither Company has delayed or postponed the payment of accounts payable or other liabilities beyond their due date or accelerated the collection of any accounts receivable except in the Ordinary Course;
(u) Neither Company has (i) adopted, entered into, terminated or amended (A) any Benefit Plan, except as required by Law, (B) any other agreement, plan or policy involving either Company and one or more of their respective current or former employees or members of the board of directors that is not terminable at will, or (C) any retention or bonus agreement involving either Company and one or more of their respective current or former employees or members of the board of directors, (ii) taken any action to accelerate the vesting or payment of any compensation or benefit under any Benefit Plan, or (iii) loaned or advanced any money or other property (other than reimbursement of reimbursable expenses or any advances of such expenses pursuant to the Companies’ credit cards or otherwise in the Ordinary Course) to any current or former member of the board of directors or officer of either Company;
(v) Neither Company has failed to use commercially reasonable efforts to maintain current insurance coverages, or failed to enforce the rights of the Companies under any such existing coverage;
(w) Neither Company has amended or modified in any respect or terminated any Material Contract other than in accordance with its terms;
(x) Neither Company has entered into any collective bargaining agreement or announced, implemented or effected any reduction in labor force or lay-off;
(y) Neither Company has sold, assigned, transferred or exclusively licensed any material Company Intellectual Property, or permitted the lapse of any right, title or interest to any material Company Intellectual Property, including any Registered Intellectual Property, or terminated, cancelled or amended any Material Company Intellectual Property Contract other than in the Ordinary Course;
(z) Neither Company has amended, modified or terminated, or allow to lapse, any material Permit; and
(aa) Neither Company has agreed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Equity Purchase Agreement (Whole Earth Brands, Inc.)
Subsequent Events. Since September 30February 27, 20122000, there has not been:
(a) been any material adverse change in the business, assets, liabilitiesfinancial condition, financial condition operating results, customer relations or operating results supplier relations of Parent. Since February 27, 2000, except as set forth on SCHEDULE 5(g) attached hereto:
(i) Parent has not sold, leased, transferred, or assigned any of the Company from that reflected in the Financial Statementsassets of Parent, except changes in the ordinary course of business that have not caused tangible or could not reasonably be expected to causeintangible with an aggregate value greater than $100,000, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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 other than inventory in the ordinary course of business;
(eii) Parent has not entered into 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 employeeagreement, officercontract, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest inlease, or lienlicense (or series of related agreements, created by the Companycontracts, with respect to any of its properties or assetsleases, except liens for taxes not yet due or payable and liens that arise licenses) involving more than $100,000, other than in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsbusiness;
(iiii) no party (including Parent) has accelerated, terminated, modified, or canceled any loans agreement, contract, lease, or guarantees license (or series of related agreements, contracts, leases, and licenses) involving more than $100,000 to which Parent is a party or by which Parent is bound;
(iv) Parent has maintained its assets and made capital expenditures consistent with the its normal course of operations;
(v) Parent has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property in excess of $100,000 in the Company to aggregate;
(vi) Parent has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(vii) Since January 1, 2000, Parent has not granted any increase in the base compensation of any of its directors, officers or employees other than as consistent with past custom and practice;
(viii) Since January 1, 2000, Parent has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its employeesdirectors, officers and employees (or taken any such action with respect to any Plan);
(ix) Parent has not entered into any transaction with any of its directors, officers, employees or any members of their immediate familiesAffiliates, other than travel advances ordinary course employment arrangements entered into in accordance with past custom and practice;
(x) Parent has not entered into any agreement, contract or other advances made in arrangement with respect to the incurrence of borrowed money;
(xi) there has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of its business;business involving Parent; and
(jxii) any declaration, setting aside or payment or other distribution in respect of Parent has not committed 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;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Griffin Land & Nurseries Inc)
Subsequent Events. Since September June 30, 20122008, there except for matters specifically relating to the transactions contemplated by this Agreement, the Seller has operated the Business in the Ordinary Course of Business and the Business has not beensuffered any Material Adverse Change. Without limiting the generality of the foregoing, since June 30, 2008, except as set forth on Schedule 5.5:
(a) no party (including the Seller) has accelerated, terminated, modified or canceled any change in agreement, contract, document, lease, or license (or series of related agreements, contracts, leases, and licenses) related to or affecting the businessBusiness involving more than $10,000 per annum to which the Seller is a party or by which the Seller is bound or which is otherwise Material to the Seller or the Business and, assets, liabilities, financial condition or operating results to the Knowledge of the Company from that reflected in the Financial StatementsSeller, except changes in the ordinary course of business that have not caused or could not reasonably be expected no party intends to cause, in the aggregate, a Material Adverse Effecttake any such action;
(b) the Seller has not experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have a Material Adverse Effectany of the Acquired Assets;
(c) the Seller has not entered into any waiver contract, lease, or compromise by license (or series of related contracts, leases, and licenses) related to or affecting the Company of a valuable right or of a material debt owed to itBusiness;
(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[intentionally omitted];
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject[intentionally omitted];
(f) there has not been any material change in any compensation arrangement other Material occurrence, event, incident, action, failure to act or agreement with any employee, officer, director or stockholdertransaction outside the Ordinary Course of Business involving the Business;
(g) the Seller has not sold, leased, transferred, or assigned any resignation or termination of employment of any officer of the Companyassets of the Business, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(h) the Seller has not made any material mortgage, pledge, transfer capital expenditure (or series of a security interest in, or lien, created by related capital expenditures) in connection with the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise Business either involving more than $10,000 in the ordinary course aggregate or outside the Ordinary Course of business and do not materially impair the Company’s ownership or use of such property or assetsBusiness;
(i) except in connection with bona fide disputes, the Seller has not delayed or postponed the payment of any loans accounts payable or guarantees made by the Company to or for the benefit of its employees, officers or directors, commissions or any members other Liability of their immediate families, the Business or agreed or negotiated with any Person to extend the payment date of any accounts payable or commissions or any other than travel advances and other advances made in Liability of the ordinary course of its businessBusiness;
(j) any declarationthe Seller has not cancelled, setting aside or payment or other distribution in respect of any of the Company’s capital stockcompromised, waived, or released any direct right or indirect redemption, purchase, claim (or other acquisition series of any of such stock by related rights and claims) in connection with or affecting the CompanyBusiness;
(k) the Seller has not granted any sale, assignment license or transfer sublicense of any intellectual property of rights under or with respect to the CompanyUltrasonics Intellectual Property;
(l) receipt the Seller has not entered into any employment contract or collective bargaining agreement, written or oral, in connection with or affecting the Business or modified the terms of notice that there has been a loss of, any existing such contract or material order cancellation by, any major customer of the Companyagreement;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or[intentionally omitted];
(n) the Seller has maintained the inventory of the Business at levels commensurate with sales experience and otherwise within the Ordinary Course of Business;
(o) the Seller has not written down the value of any arrangement Acquired Asset on its books or commitment by records, except for depreciation and amortization taken in the Company Ordinary Course of Business; and
(p) the Seller has not committed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30, 2012the Balance Sheet Date, there has not beenbeen any Material Adverse Change in the business, financial condition, operations, results of operations or prospects of the Company or any Company Subsidiary. Without limiting the generality of the foregoing, since that date:
(a) neither the Company nor any change Company Subsidiary has sold, leased, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration and in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(b) neither the Company nor any Company Subsidiary has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 or outside the Ordinary Course of Business;
(c) neither the Company nor any Company Subsidiary, nor, to the Knowledge of the Company or the Sellers, any other Party, has accelerated, terminated, modified or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which the Company or any Company Subsidiary is a party or by which it is bound;
(d) neither the Company nor any Company Subsidiary has imposed or had imposed any Security Interest upon any of its assets, tangible or intangible;
(e) neither the Company nor any Company Subsidiary has made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business;
(f) neither the Company nor any Company Subsidiary has made any capital investment in, any loan to or any acquisition of the securities or assets of, any other Person (or series of related capital investments, Loans, and acquisitions) either involving more than $25,000 or outside the Ordinary Course of Business;
(g) neither the Company nor any Company Subsidiary has issued any note, bond, or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $25,000 in the aggregate;
(h) neither the Company nor any Company Subsidiary has delayed or postponed the payment of accounts payable and other liabilities;
(i) neither the Company nor any Company Subsidiary has cancelled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $10,000;
(j) neither the Company nor any Company Subsidiary has granted any license or sublicense of any rights under or with respect to any of its Intellectual Property or allowed any of its Intellectual Property to become abandoned, expire or otherwise enter the public domain;
(k) there has been no change made or authorized in the Organizational Documents of the Company or any Company Subsidiary;
(l) neither the Company nor any Company Subsidiary has issued, sold, or otherwise disposed of any of its shares, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its shares;
(m) neither the Company nor any Company Subsidiary has declared, set aside or paid any dividend, made any distribution with respect to its shares (whether in cash or kind), or redeemed, purchased or otherwise acquired any of its shares;
(n) neither the Company nor any Company Subsidiary has experienced any material damage, destruction or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have a Material Adverse Effectits property;
(co) any waiver or compromise by neither the Company nor any Company Subsidiary has made any loan to, or entered into any other transaction with, any of a valuable right or its directors, officers and employees, except advances in the Ordinary Course of a material debt owed to itBusiness;
(dp) neither the Company nor any satisfaction Company Subsidiary has adopted, amended, modified or discharge terminated any bonus, profit-sharing, incentive, severance or other plan, contract, or commitment for the benefit of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business;
(e) any material change to a material contract or agreement by which the Company its officers and directors or any of its assets is bound employees (or subject;
(f) taken any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, such action with respect to any of its 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 assetsother Employee Benefit Plan);
(iq) any loans or guarantees made by neither the Company to or for the benefit of its employeesnor any Company Subsidiary has made any charitable contributions, officers or directors, or any members of their immediate families, other than travel advances and other advances made which in the ordinary course of its businessaggregate exceed $10,000;
(jr) 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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by neither the Company nor any Company Subsidiary has committed to do any of the things described foregoing; and
(s) the Company’s Business has been carried on only in this Section 2.24the Ordinary Course of Business.
Appears in 1 contract
Subsequent Events. Since September 30, 2012, there has not been:
(a) any change Except as disclosed in the businessOffering Prospectus, assetssince March 31, liabilities, financial condition or operating results 2023: (i) neither the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company from that reflected and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in the Financial Statements, except changes respect of its share capital (other than dividends paid in the ordinary course of business that have consistent with past practice); (iii) there has not caused or could not reasonably be expected to cause, been any material change in the aggregateshare capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, a Material Adverse Effect;
(b) any damageexplosion, destruction flood, hurricane, accident or lossother calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that has had or would reasonably be expected is material to have a Material Adverse Effect;
(c) any waiver or compromise by the Company of and the Material Subsidiaries taken as a valuable right whole; and (v) there has not been any material adverse change or of any development involving a prospective material debt owed to it;
(d) any satisfaction adverse change, whether or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except not arising from transactions in the ordinary course of business;
, in or affecting the business, general affairs, management, condition (e) any material change to a material contract financial or agreement by which otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Offering Prospectus, neither the Company nor any of its assets is bound Material Subsidiary has incurred or subject;
(f) undertaken any material change in liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any compensation arrangement transactions, including any acquisition or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment disposition of any officer of business or asset, which are material to the Company;
(h) any material mortgageCompany and the Material Subsidiaries, pledge, transfer of taken as a security interest in, or lien, created by the Company, with respect to any of its properties or assetswhole, except liens for taxes not yet due or payable liabilities, obligations and liens that arise transactions which are disclosed in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(i) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24Offering Prospectus.
Appears in 1 contract
Subsequent Events. Since September Except as disclosed in SCHEDULE 3.7, since June 30, 20122002, there has not beenbeen any change affecting the business, operations, financial condition, results of operations or assets of the Company that has had a Material Adverse Effect on the Company. Without limiting the generality of the foregoing, since that date, except as disclosed in SCHEDULE 3.7 or otherwise permitted in this Agreement:
(a) the Company has not sold, leased, transferred, disposed, or assigned any change in the business, of its material assets, liabilitiestangible or intangible, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, other than for a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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 fair consideration in the ordinary course of business;
(eb) the Company has not entered into any agreement, contract, lease, or license which is currently in effect (or series of related agreement, contracts, leases, and licenses which are currently in effect) outside the ordinary course of business;
(c) no party (including the Company) has accelerated, terminated, modified, or canceled any material change agreement, material contract, material lease, or material license (or series of related material agreements, material contracts, material leases, and material licenses) to a material contract or agreement by which the Company is a party or by which it is bound;
(d) the Company has not imposed any Liens upon any of its assets is bound assets, tangible or subjectintangible;
(e) the Company has not made any capital expenditure (or series of related capital expenditures) in excess of $500 outside the ordinary course of business;
(f) the Company has not made any material change in capital investment in, any compensation arrangement loan to, or agreement with any employeeacquisition of the securities or assets of, officerany other person (or series of related capital investments, director or stockholderloans, and acquisitions) outside the ordinary course of business;
(g) the Company has not issued any resignation note, bond, or termination other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation, and the Company has not incurred any material obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except in the ordinary course of employment of business, or incurred any officer of liability or obligation to the CompanyCompany other than for normal compensation in accordance with past practices;
(h) the Company has not delayed or postponed the payment of accounts payable or other liabilities outside the ordinary course of business or written off as uncollectible, compromised, canceled or waived or released any material mortgageclaim of the Company to, pledgeany debt, transfer of a security interest in, note or lien, created by the Company, with respect to any of its properties or assetsaccount receivable, except liens for taxes not yet due or payable and liens that arise write-offs in the ordinary course of business and do not materially impair consistent with the Company’s ownership or use of such property or assets's past practices;
(i) any loans there has been no change made or guarantees made by authorized to the Company to articles of incorporation 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;
(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 sale, assignment or transfer of any intellectual property bylaws of the Company;
(j) the Company has not 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, exchange, or exercise) any of its capital stock, purchased or redeemed any shares of its capital stock or made any distributions to the Company with respect to its capital stock;
(k) the Company has not experienced any material damage, destruction, or loss (whether covered by insurance) to its property except for ordinary wear and tear;
(l) receipt of notice that there the Company has been a loss ofnot made any loan to, or material order cancellation byentered into any other transaction with, any major customer of its directors, officers, and employees or stockholders outside the Companyordinary course of business;
(m) to the Company’s knowledgeCompany has not entered into any employment contract or collective bargaining agreement, any other event written or condition oral, or modified the terms of any characterexisting such contract or agreement, other than events affecting at-will retention or termination of non-executive employees in the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; orordinary course of business;
(n) the Company has not granted any arrangement increase in the base compensation of any of, nor made any other changes in the terms of employment of, its officers or employees outside the ordinary course of business;
(o) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing incentive, severance, or other plan, contract, or commitment by for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other benefit plan);
(p) the Company has not received any written or oral communication terminating or threatening the termination of or otherwise materially modifying any material business relationships or material written agreements between the Company and any of its customers or suppliers; and
(q) the Company has not agreed or promised to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30Except as set forth on Schedule 2.33 and except for the transactions contemplated by this Agreement, 2012since December 31, 2015, the Company has conducted its business only in the Ordinary Course of Business, has made expenditures (including capital expenditures) consistent with past practices, and there has not been:
(a) been any event, occurrence, development or circumstances, including any change in the business, financial condition, operations, results of operations, assets, liabilitiescustomer, financial condition supplier or operating results of the Company from that reflected in the Financial Statementsemployee relations which, except changes in the ordinary course of business that have not caused individually or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damagehas had, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have have, cause or result in, a Material Adverse Effect;
(c) any waiver Effect on the Company. Without limitation of the foregoing and except as set forth on Schedule 2.33 or compromise as contemplated by this Agreement since December 31, 2015, 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;
(e) any material change to a material contract or agreement by which the Company or has not taken 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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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;
following actions: (i) any loans sold, leased, licensed, exchanged, mortgaged, pledged, transferred 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;
(j) any declaration, setting aside or payment or other distribution in respect otherwise disposed of any of the Company’s capital stockAssets other than in the Ordinary Course of Business; {N0110076 } 32 (ii) other than in connection with the transactions contemplated by this Agreement: (A) redeemed, repurchased or otherwise reacquired any of its equity securities or any securities or obligations convertible into or exchangeable for any of its equity securities, or any direct Options; (B) liquidated, dissolved or indirect redemptioneffected any reorganization or recapitalization; or (C) split, purchase, combined or other acquisition reclassified any of its equity securities or issued or authorized or proposed the issuance of any of such stock by the Company;
(k) any saleother securities in respect of, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss in lieu of, or material order cancellation byin substitution for, its equity securities; (iii) submitted any major customer of the Company;
(m) to the Company’s knowledgenew Government Bid which, any other event or condition of any characterif accepted, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably would be expected to result in a loss to the Company, or would result in a Government Contract with a backlog value in excess of $100,000; (iv) accelerated, terminated, made material modifications outside of the Ordinary Course of Business to, or canceled any Material Adverse EffectContract (or series of related Material Contracts); or
(nv) made any capital expenditure, capital addition or capital improvement (or series of related capital expenditures, additions or improvements) outside the Ordinary Course of Business; (vi) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) other than routine advances to employees for business expenses in the Ordinary Course of Business; (vii) issued, incurred or guaranteed any obligation for borrowed money or capitalized lease obligations, whether or not evidenced by a note, bond, debenture or similar instrument, or entered into any “keep well” or other agreement to maintain the financial condition of another Person or make any loans, or advances of borrowed money or capital contributions to, or equity investments in, any other Person or issued or sold any debt securities, except in the Ordinary Course of Business under existing loan agreements or capitalized leases; (viii) made or authorized any change in its Charter or other Governing Documents (other than in connection with the Reorganization); (ix) proposed or approved the issuance, pledge, delivery, award, grant or sale (including the grant of any encumbrances) of, any of its equity securities (including equity securities held in treasury), or any Options, or granted or otherwise issued the same; (x) declared, set aside, or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind), except for dividends and/or distributions of cash; (xi) adopted (or entered into) any arrangement new or amended, modified or terminated any existing, in any material respect, bonus, profit sharing, incentive, retention, severance, employee benefit or other plan, Contract, loan, or commitment by for the Company to do benefit of any of its directors, managers, officers and employees (or take any such action with respect to any other Benefit Plan); (xii) other than in the things described Ordinary Course of Business, granted or announced any increase in this Section 2.24.compensation or benefits payable to any of its directors, officers, employees, consultants or independent contractors, or granted any severance or termination pay; (xiii) made or changed any Tax election, changed any annual Tax accounting period, changed any method of Tax accounting, entered into any closing agreement with respect to any Tax, settled any Tax claim or any assessment or surrendered any right to claim a Tax refund;
Appears in 1 contract
Subsequent Events. Since September 30December 31, 20122006, there except for matters specifically relating to the transactions contemplated by this Agreement, the Seller has operated the Business in the Ordinary Course of Business and the Seller has not beensuffered any Material Adverse Change. Since December 31, 2006 except as set forth on Schedule 5.6:
(a) no party (including the Seller) has accelerated, terminated, modified or canceled any change in agreement, contract, document, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $100,000 to which the businessSeller is a party or by which the Seller is bound or which is otherwise material to the Seller or the Business and, assets, liabilities, financial condition or operating results to the Knowledge of the Company from that reflected in the Financial StatementsSeller, except changes in the ordinary course of business that have not caused or could not reasonably be expected no party intends to cause, in the aggregate, a Material Adverse Effecttake any such action;
(b) Seller has not experienced any material damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had ) to any of its assets or would reasonably be expected to have a Material Adverse Effectproperty;
(c) there has not been any waiver other material occurrence, event, incident, action, failure to act or compromise by transaction outside the Company Ordinary Course of a valuable right Business involving the Seller or of a material debt owed to itthe Business;
(d) any satisfaction or discharge of any lienthe Seller has not sold, claimleased, transferred, or encumbrance assigned any of its assets, tangible or payment of any obligation by the Companyintangible, except other than for a fair consideration in the ordinary course Ordinary Course of businessBusiness;
(e) the Seller has not made any material change to a material contract capital expenditure (or agreement by which series of related capital expenditures) either involving more than $100,000 or outside the Company or any Ordinary Course of its assets is bound or subjectBusiness;
(f) the Seller has not made any material change in capital investment in, any compensation arrangement loan to, or agreement with any employeeacquisition of the securities or assets of, officerany other Person (or series of related capital investments, director loans, and acquisitions) either involving more than $50,000 or stockholderoutside the Ordinary Course of Business;
(g) any resignation except in connection with bona fide disputes, the Seller has not delayed or termination of employment postponed the payment of any officer accounts payable or commissions or any other Liability or agreed or negotiated with any Person to extend the payment date of the Companyany accounts payable or commissions or any other Liability;
(h) any material mortgagethe Seller has not cancelled, pledgecompromised, transfer of a security interest inwaived, or lien, created by released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the Company, with respect to any Ordinary Course of its 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 assetsBusiness;
(i) the Seller has not granted any loans license or guarantees made by sublicense of any rights under or with respect to any Intellectual Property of 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 businessSeller;
(j) the Seller has not entered into any declarationemployment contract or collective bargaining agreement, setting aside written or payment oral, or other distribution in respect modified the terms of any of the Company’s capital stock, existing such contract or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Companyagreement;
(k) the Seller has not accelerated the collection or receipt of, or discounted, any sale, assignment or transfer account receivables outside the Ordinary Course of any intellectual property of the CompanyBusiness;
(l) receipt the Seller has not written down the value of notice that there has been a loss ofany asset or investment on the Seller’s books or records, or material order cancellation by, any major customer except for depreciation and amortization taken in the Ordinary Course of the Company;Business; and
(m) the Seller has not committed to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company third party to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September November 30, 20121999, there has not been:
(a) been any material adverse change in the business, assets, liabilitiesfinancial condition, financial condition operating results, customer relations or operating results supplier relations of the Company from that reflected in the Financial StatementsBusiness. Since November 30, 1999, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;as set forth on SCHEDULE 4(g) attached hereto:
(bi) any damageSeller has not sold, destruction or lossleased, whether or not covered by insurance, that has had or would reasonably be expected to have 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, claimtransferred, or encumbrance assigned any of the assets of the Business, tangible or payment of any obligation by the Companyintangible, except with an aggregate value greater than $25,000, other than inventory in the ordinary course of business;
(eii) Seller has not entered into 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 employeeagreement, officercontract, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest inlease, or lienlicense (or series of related agreements, created by contracts, leases, and licenses) relating to the CompanyBusiness and involving more than $25,000, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise other than in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsbusiness;
(iiii) no party (including Seller) has accelerated, terminated, modified, or canceled any loans agreement, contract, lease, or guarantees license (or series of related agreements, contracts, leases, and licenses) relating to the Business involving more than $25,000 to which Seller is a party or by which Seller is bound;
(iv) Seller, with respect to the Business, has maintained its assets and has made capital expenditures consistent with the Business's normal course of operations;
(v) Seller, with respect to the Business, has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property over $25,000 in the Company aggregate;
(vi) Seller, with respect to the Business, has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(vii) Since January 1, 2000, Seller, with respect to the Business, has not granted any increase in the base compensation of any of its directors, officers or employees other than as consistent with past custom and practice;
(viii) Since January 1, 2000, Seller, with respect to the Business, has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its employeesdirectors, officers and employees (or taken any such action with respect to any Plan);
(ix) Seller, with respect to the Business, has not entered into any transaction with any of its directors, officers, employees or any members of their immediate families, Affiliates (other than travel advances (A) ordinary course employment arrangements entered into in accordance with past custom and practice and (B) management services, technical and administrative support and supply provided by Seller and its Affiliates, none of which Buyer will be bound by after the Closing other advances made than as set forth in the Transition Agreement);
(x) Seller, with respect to the Business, has not entered into any agreement, contract or other arrangement with respect to the incurrence of borrowed money;
(xi) there has not been any other occurrence, event, incident, action, failure to act or transaction outside the ordinary course of its business;business involving the Business; and
(jxii) any declarationSeller, setting aside or payment or other distribution in with respect of to the Business, has not committed 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;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Griffin Land & Nurseries Inc)
Subsequent Events. Since September Except as set forth on Schedule 3.7, since November 30, 20122004, there the Company has operated its business in the Ordinary Course of Business, and the Company has not beensuffered any Material Adverse Effect. Since that date, except as set forth on Schedule 3.7:
(a) the Company has not sold, leased, transferred, or assigned any change of its assets, tangible or intangible, other than for a fair consideration in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(b) the Company has not entered into any damageagreement, destruction contract, lease, or losslicense (or series of related agreements, whether contracts, leases, and licenses) outside the Ordinary Course of Business or not covered by insurance, that has had or would reasonably be expected is otherwise material to have a Material Adverse Effectthe Company;
(c) no party (including the Company) has accelerated, terminated, modified, or canceled any waiver agreement, contract, lease, or compromise by license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which the Company is a party or by which any of a valuable right or of a material debt owed to itthem is bound;
(d) the Company has not imposed any satisfaction Lien upon any of its assets, tangible or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessintangible;
(e) any material change to a material contract or agreement by which the Company has not made any capital expenditure (or any series of its assets is bound or subjectrelated capital expenditures) outside the Ordinary Course of Business;
(f) the Company has not made any material change in capital investment in, any compensation arrangement loan to, or agreement with any employeeacquisition of the securities or assets of, officerany other Person (or series of related capital investments, director or stockholderloans, and acquisitions) outside the Ordinary Course of Business;
(g) the Company has not issued any resignation note, bond, or termination other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $10,000 in the aggregate;
(h) there has been no change made or authorized in the Certificate of employment of any officer Organization or Operating Agreement of the Company;
(hi) any material mortgagethe Company has not issued, pledge, transfer of a security interest insold, or lien, created by the Company, with respect to otherwise disposed of any of its properties capital stock, or assetsgranted any options, except liens for taxes not yet due warrants, or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership other rights to purchase or use of such property obtain (including upon conversion, exchange, or assets;
(iexercise) 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 businesslimited liability company interests;
(j) the Company has not declared, set aside, or paid any declarationdividend or made any distribution with respect to its limited liability company interests (whether in cash or in kind) or redeemed, setting aside purchased, or payment or other distribution in respect of otherwise acquired any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Companyits limited liability company interests;
(k) the Company has not made any saleloan to, assignment or transfer entered into any other transaction with, any of any intellectual property its members, managers, directors, officers, and employees outside the Ordinary Course of the CompanyBusiness;
(l) receipt the Company has not increased the compensation or benefits payable to its members, managers, directors, officers, and employees other than scheduled increases in the Ordinary Course of notice that there has been a loss of, Business or material order cancellation by, any major customer of the Companywith prior written authorization from Buyer;
(m) to the Company’s knowledgeCompany has not made any change in its accounting, any other event collection or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effectpayment practices; orand
(n) any arrangement or commitment by neither the Company nor any Member has committed or agreed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Streicher Mobile Fueling Inc)
Subsequent Events. Since the September 30, 20122000, there has not been:
(a) been any adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Target and its Subsidiaries. Without limiting the generality of the foregoing, since that date:
(i) none of the Target and its Subsidiaries has sold, leased, transferred, or assigned any of its assets, liabilitiestangible or intangible, financial condition or operating results of the Company from that reflected other than for a fair consideration in the Financial Statements, except changes in the ordinary course Ordinary Course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(bii) none of the Target and its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business;
(iii) no party (including any of the Target and its Subsidiaries) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which any of the Target and its Subsidiaries is a party or by which any of them is bound;
(iv) none of the Target and its Subsidiaries has imposed any Security Interest upon any of its assets, tangible or intangible;
(v) none of the Target and its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business;
(vi) none of the Target and its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $25,000 or outside the Ordinary Course of Business;
(vii) none of the Target and its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000;
(viii) none of the Target and its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) none of the Target and its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $25,000 or outside the Ordinary Course of Business;
(x) none of the Target and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) there has been no change made or authorized in the charter or bylaws of any of the Target and its Subsidiaries;
(xii) none of the Target and its Subsidiaries has 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, exchange, or exercise) any of its Capital Stock;
(xiii) none of the Target and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Capital Stock;
(xiv) none of the Target and its Subsidiaries has experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have a Material Adverse Effectits property;
(cxv) none of the Target and its Subsidiaries has made any waiver loan to, or compromise by entered into any other transaction with, any of its directors, officers, and employees outside the Company Ordinary Course of a valuable right or of a material debt owed to itBusiness;
(dxvi) none of the Target and its Subsidiaries has entered into any satisfaction employment contract or discharge collective bargaining agreement, written or oral, or modified the terms of any lien, claim, existing such contract or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessagreement;
(exvii) none of the Target and its Subsidiaries has granted any material change to a material contract or agreement by which increase in the Company or base compensation of any of its assets is bound or subjectdirectors, officers, and employees outside the Ordinary Course of Business;
(fxviii) none of the Target and its Subsidiaries has adopted, amended, modified, or terminated any material change in any compensation arrangement bonus, profit-sharing, incentive, severance, or agreement with any employeeother plan, officercontract, director or stockholder;
(g) any resignation or termination of employment commitment for the benefit of any officer of the Company;
its directors, officers, and employees (h) or taken any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, such action with respect to any of its 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 assetsother Employee Benefit Plan);
(ixix) none of the Target and its Subsidiaries has made any loans or guarantees made by the Company to or other change in employment terms for the benefit any of its employees, officers or directors, or any members officers, and employees outside the Ordinary Course of their immediate families, other than travel advances and other advances made in the ordinary course of its businessBusiness;
(jxx) none of the Target and its Subsidiaries has made or pledged to make any declaration, setting aside or payment charitable or other distribution in respect capital contribution outside the Ordinary Course of Business;
(xxi) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving 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;Target and its Subsidiaries; and
(kxxii) any sale, assignment or transfer of any intellectual property none of the Company;
(l) receipt of notice that there Target and its Subsidiaries has been a loss of, or material order cancellation by, any major customer of the Company;
(m) committed to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30, 20122002, there no Material Adverse Effect has not been:occurred and, except as set forth on Schedule 4.8,
(a) Seller has conducted the Business only in the ordinary course and in a manner consistent with past custom and practice;
(b) Seller has not made any change in the businessits accounting methods, assetsprinciples, liabilities, financial condition or operating results practices;
(c) Seller has not revalued any assets of the Company from that reflected in Business, including writing down the Financial Statementsvalue of inventory or writing off notes or accounts receivable, except changes other than in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effectconsistent with past custom and practice;
(bd) Seller has not sold, leased, transferred, assigned, or otherwise disposed of any assets of the Business, tangible or intangible, other than for fair consideration in the ordinary course of Seller’s business consistent with past custom and practice;
(e) Seller has not entered into any agreement, contract, lease, or license relating to the Business outside the ordinary course of Seller’s business consistent with past custom and practice, except as contemplated by this Agreement;
(f) Seller has not accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license relating to the Business;
(g) Seller has not imposed any Lien upon any assets of the Business, tangible or intangible, other than Permitted Liens;
(h) Seller has not made any capital expenditure (or series of related capital expenditures) relating to the Business involving more than $50,000;
(i) Seller has not made any capital investment in, any loan or advance to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) relating to the Business involving more than $50,000;
(j) Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
(k) Seller has not materially delayed or materially postponed the payment of accounts payable or other liabilities relating to the Business;
(l) Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) relating to the Business involving more than $50,000;
(m) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property relating to the Business;
(n) Seller has not experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have any property relating to the Business having a Material Adverse Effectvalue greater than $50,000;
(co) Seller has not granted any waiver or compromise by increase in the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge base compensation of any lien, claim, independent contractors or encumbrance or payment employees of any obligation by the Company, except Business other than in the ordinary course of businessSeller’s business consistent with past custom and practice;
(ep) Seller has not adopted, amended, modified, or terminated any material Employee Plan or Compensation Arrangement (including any bonus, profit-sharing, incentive, severance, termination, change to a material contract of control or agreement by which other plan, contract, or commitment for the Company or benefit of any of its assets is bound directors, officers, or subjectemployees);
(fq) Seller has not made any material other change in employment terms or engagement terms for any compensation arrangement independent contractors or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer employees of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise Business other than in the ordinary course of Seller’s business consistent with past custom and do not materially impair the Company’s ownership or use of such property or assets;practice; and
(ir) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there Seller has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company not committed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30Except as set forth on Schedule 3.7, 2012since May 1, there has not been:
(a) any change in the business2001, assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes has been operated only in the ordinary course of business that have and there has not caused or could not reasonably be expected to cause, been any (i) material adverse change in the aggregateassets, a Material Adverse Effect;
liabilities, financial condition, earnings, properties, business, customer base or results of operations, (bii) any damage, destruction or losscondemnation with respect to any material asset or property owned, leased or otherwise used by the Company or any Subsidiary, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;
(ciii) 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 liendeclaration, claim, or encumbrance setting aside or payment of any obligation dividend whether in cash, stock or property with respect to the Company Stock or any redemption or other acquisition of the Company Stock by the Company, except for the exchange and conversion of 18,795 shares of Preferred Stock held by ProFlame, Inc. and Growth Properties to Class B Preferred Stock as described in Section 5.1 hereof, (iv) change by the Company in accounting methods, practices or principles, or (v) other material transaction not in the ordinary course of business entered into by the Company or any Subsidiary. Without limiting the foregoing, except as set forth on Schedule 3.7 and in each case, except in the ordinary course of business, since May 1, 2001 to the date hereof, neither the Company nor any Subsidiary has:
(a) sold, leased, transferred or otherwise disposed of any tangible assets or property related to the business of the Company or canceled, compromised, released or assigned any debt or claim relating to the business of the Company, in each case, in an amount individually in excess of $10,000;
(eb) created any material change to a material contract or agreement by which the Company or Lien on any of its the assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(c) made (or committed to make) capital expenditures in an aggregate amount in excess of $10,000 in any month;
(d) instituted, settled or agreed to settle any litigation, action or proceeding before any Governmental Entity, except for settlement of workers' compensation and similar claims or other claims for personal injury, in each case not in excess of $10,000;
(e) assumed, guaranteed, endorsed or otherwise become responsible for the obligations of any Person;
(f) granted any increase in compensation or fringe benefits;
(g) agreed, undertaken, or committed to carry out any investigation, assessment, remediation or response action regarding the presence or possible presence of hazardous substances;
(h) except for Material Contracts listed on Schedule 3.19, entered into any material mortgageagreement, pledgecontract, transfer of a security interest inlicense, lease, arrangement or lien, created by the Company, with respect to any of its 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;commitment; or
(i) authorized or entered into any loans binding commitment (whether written or guarantees made by the Company oral) 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;
(j) any declaration, setting aside or payment or other distribution in respect of take any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition types of any of such stock by the Company;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things actions described in this Section 2.24the foregoing paragraphs (a) through (h).
Appears in 1 contract
Subsequent Events. (i) Since September 30, 20121999, there has not been:
(a) been any material adverse change in the business, assetsfinancial condition, liabilitiesoperations, financial condition or operating results of operations of the Company. Without limiting the generality of the foregoing, except as listed on (S) 3(h)(i) of the Company from Disclosure Schedule, since that reflected in date, the Financial StatementsCompany:
(A) has not sold, except changes in leased, transferred, or assigned any of its assets, tangible or intangible outside the ordinary course Ordinary Course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(bB) has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or outside the Ordinary Course of Business;
(C) has not, and to the Knowledge of the Company or any Stockholder no party has, accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(D) has not imposed or permitted any Security Interest upon any of its assets, tangible or intangible;
(E) has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000 or outside the Ordinary Course of Business;
(F) has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person;
(G) has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
(H) has not delayed or postponed the payment of accounts payable or other Liabilities outside of the Ordinary Course of Business;
(I) has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business;
(J) has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(K) has not changed or authorized any change in its charter or bylaws;
(L) has not experienced any material damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have a Material Adverse Effectits property;
(cM) has not made any waiver loan to, or compromise by the Company entered into any other transaction with, any of a valuable right or of a material debt owed to itits directors, officers, and employees;
(dN) has not entered into any satisfaction employment contract or discharge collective bargaining agreement, written or oral, or modified the terms of any lien, claim, existing such contract or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessagreement;
(eO) has not granted any material change to a material contract or agreement by which increase in the Company or base compensation of any of its assets is bound or subjectdirectors, officers, and employees;
(fP) has not adopted, amended, modified or terminated any material change in any compensation arrangement bonus, profit-sharing incentive, severance, or agreement with any employeeother plan, officercontract, director or stockholder;
(g) any resignation or termination of employment commitment for the benefit of any officer of the Company;
its directors, officers, and employees (h) or taken any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, such action with respect to any of its 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 assetsother Employee Benefit Plan);
(iQ) has not made any loans or guarantees made by the Company to or other change in employment terms for the benefit any of its employees, officers or directors, or any members of their immediate familiesofficers, other than travel advances and other advances made in the ordinary course of its businessemployees;
(jR) has not made or pledged to make any declaration, setting aside or payment charitable or other distribution capital contribution;
(S) has not suffered or experienced any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business;
(T) has not declared or paid any dividend or other distribution, whether in respect of cash or other property; and
(U) has not committed to any of the Company’s capital stockforegoing.
(ii) Except as set forth on (S) 3(h)(ii) of the Company Disclosure Schedule, or since August 1, 1999, the Company has made no distributions of any direct or indirect redemptionkind to any Stockholder, purchase, debt holder or other acquisition of any of such stock by the Company;
(kparty, except as set forth on Section 3(h)(ii) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24Disclosure Schedule.
Appears in 1 contract
Subsequent Events. Since September 30Except as set forth in SCHEDULE 4.8, 2012, there has not been:
(a) any change in since the business, assets, liabilities, financial condition or operating results date of the Company from that reflected in most recent Financial Statements which include a balance sheet (the Financial Statements, except changes "BALANCE SHEET DATE") each of the Partnerships have operated in the ordinary course of business and there has not been any material adverse change with respect to any Partnership. Without limiting the foregoing, since that date, none of the following have not caused occurred:
(a) neither Partnership has sold, leased, transferred, or could not reasonably be expected to cause, assigned any assets other than for a fair consideration in the aggregate, a Material Adverse Effectordinary course of business;
(b) neither Partnership has entered into any damagecontract or agreement (or series of related contracts or agreements), destruction or lossany amendment or modification of any contract or agreement, whether either involving more than $50,000 or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effectoutside the ordinary course of business;
(c) no Encumbrance has been imposed upon any waiver or compromise by of the Company of a valuable right or of a material debt owed to itProperties;
(d) neither Partnership has made any satisfaction capital expenditure (or discharge series of any lienrelated capital expenditures) involving more than $25,000 individually, claim$50,000 in the aggregate, or encumbrance or payment of any obligation by the Company, except in outside the ordinary course of business;
(e) neither Partnership has issued any material change to a material contract note, bond, or agreement by which the Company other debt security or created, incurred, assumed, or guaranteed any of its assets is bound liability for borrowed money or subjectcapitalized lease;
(f) any material change in any compensation arrangement neither Partnership has delayed or agreement with any employee, officer, director postponed the payment of accounts payable or stockholderother liabilities outside the ordinary course of business;
(g) neither Partnership has canceled, compromised, waived, or released any resignation claim or termination cause of employment action (or series of any officer related claims or causes of action) outside the Companyordinary course of business;
(h) any material mortgagethere has been no change made or authorized to the Organizational Documents of either Partnership;
(i) neither Partnership has issued, pledge, transfer of a security interest insold, or lienotherwise disposed of any of its limited or general partner interests;
(j) neither Partnership has declared, created by the Companyset aside, or paid any dividend or made any distribution with respect to its limited and general partner interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its properties limited or assetsgeneral partner interests;
(k) neither Partnership has experienced any damage, except liens destruction, or loss (whether or not covered by insurance) to its Properties in excess of $25,000;
(l) neither Partnership has made any loan to, or entered into any other transaction with, any of its directors, officers, employees or Affiliates;
(m) neither Partnership has entered into any employment, collective bargaining, or similar contract or modified the terms of any existing such contract;
(n) neither Partnership has committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer, or employee thereof that is a Seller or an Affiliate thereof, or (ii) outside of the ordinary course of business, of any of its other employees;
(o) neither Partnership has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar contract for taxes not yet due the benefit of any of its directors, officers, or payable employees;
(p) neither Partnership has made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof, or (ii) outside of the ordinary course of business, any of its other directors, officers, or employees;
(q) neither Partnership has made or pledged to make any charitable or other capital contribution;
(r) neither Partnership has discharged or satisfied any lien or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and liens that arise paid in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assetsconsistent with past practices;
(is) neither Partnership has made any loans material change in any of the accounting principles followed by it or guarantees the method of applying such principles;
(t) neither Partnership has made by any change in any material Tax election or the Company manner Taxes are reported;
(u) there has not been any other occurrence, event, incident, action, failure to or for the benefit of its employees, officers or directorsact, or any members of their immediate families, other transaction with respect to the Partnerships either involving more than travel advances and other advances made $25,000 (individually or in the aggregate) or outside the ordinary course of its business;; and
(jv) any declaration, setting aside or payment or other distribution in respect of neither Partnership has committed 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;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Securities Purchase Agreement (Amen Properties Inc)
Subsequent Events. Since September Except as set forth on Schedule 3.7, since June 30, 20122004, there the Company and ▇▇▇▇▇▇▇▇▇ have conducted its operations and business in the Ordinary Course of Business consistent with past practices, and the Company has not beensuffered any Material Adverse Change. Since that date, except as set forth on Schedule 3.7:
(a) the Company has not sold, leased, transferred, or assigned any change of its assets, tangible or intangible, other than for a fair consideration in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(b) the Company has not entered into any damageagreement, destruction contract, lease, or losslicense (or series of related agreements, whether contracts, leases, and licenses) outside the Ordinary Course of Business or not covered by insurance, that has had or would reasonably be expected is otherwise material to have a Material Adverse Effectthe Company;
(c) no party (including the Company) has accelerated, terminated, modified, or canceled any waiver agreement, contract, lease, or compromise by license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 in the aggregate to which the Company is a party or by which any of a valuable right or of a material debt owed to itthem is bound;
(d) the Company has not imposed any satisfaction Lien upon any of its assets, tangible or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessintangible;
(e) any material change to a material contract or agreement by which the Company has not made any capital expenditure (or any series of its assets is bound or subjectrelated capital expenditures) outside the Ordinary Course of Business;
(f) the Company has not made any material change in capital investment in, any compensation arrangement loan to, or agreement with any employeeacquisition of the securities or assets of, officerany other Person (or series of related capital investments, director or stockholderloans, and acquisitions) outside the Ordinary Course of Business;
(g) the Company has not issued any resignation note, bond, or termination other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $10,000 in the aggregate;
(h) there has been no change made or authorized in the Articles of employment of any officer Incorporation or Bylaws of the Company;
(hi) any material mortgagethe Company has not issued, pledge, transfer of a security interest insold, or lien, created by the Company, with respect to otherwise disposed of any of its properties capital stock, or assetsgranted any options, except liens for taxes not yet due warrants, or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership other rights to purchase or use of such property obtain (including upon conversion, exchange, or assets;
(iexercise) 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 businesscapital stock;
(j) the Company has not declared, set aside, or paid any declarationdividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, setting aside purchased, or payment or other distribution in respect of otherwise acquired any of the Company’s its capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(k) the Company has not made any saleloan to, assignment or transfer entered into any other transaction with, any of any intellectual property its directors, officers, and employees outside the Ordinary Course of the CompanyBusiness;
(l) receipt the Company has not increased the compensation or benefits payable to its directors, officers, and employees other than scheduled increases in the Ordinary Course of notice that there has been a loss of, or material order cancellation by, any major customer of the CompanyBusiness;
(m) to the Company’s knowledgeCompany has not made any change in its accounting, any other event collection or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effectpayment practices; orand
(n) any arrangement or commitment by neither the Company nor any Shareholder has committed or agreed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Streicher Mobile Fueling Inc)
Subsequent Events. Since September 309.1 Subsequent to the date of the latest audited consolidated financial statements included in each of the Registration Statement, 2012the Preliminary Prospectus, there has not been:
(a) any change in the businessTime of Sale Prospectus and the Final Prospectus, assets, liabilities, financial condition or operating results none of the Company from or any of the Subsidiaries has (A) entered into or assumed or otherwise agreed to be bound by any contract, transaction, commitment or agreement that reflected is material to the Company and the Subsidiaries, taken as a whole, except as disclosed in the Financial StatementsRegistration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Final Prospectus; (B) incurred, assumed or acquired or otherwise agreed to become subject to any obligation or liability, direct or contingent (including, without limitation, any off-balance sheet obligations), that is material to the Company and the Subsidiaries, taken as a whole; (C) acquired, sold, transferred or disposed of, or agreed to acquire, sell, transfer or dispose of any business, asset, business unit, or technology that is material to the Company and the Subsidiaries, taken as a whole; (D) entered into merger, business consolidation, joint venture, strategic cooperation with any other entity or business that is material to the Company and the Subsidiaries, taken as a whole, except changes as disclosed in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Final Prospectus; (E) cancelled, waived, released or discounted in whole or in part any debt or claim that is material to the Company and the Subsidiaries, taken as a whole; (F) made any sale or transfer of any material tangible or intangible asset, created any mortgage or pledge, or incurred any Encumbrance on any asset or any lease of property, plant or equipment that is material to the Company and the Subsidiaries, taken as a whole, other than such Encumbrances created in the ordinary course of business that have and tax liens with respect to taxes not caused yet due and statutory right of customers (if any) in inventory and other assets; or could not reasonably be expected (G) entered into an agreement or a letter of intent or memorandum of understanding (or announced an intention to causedo so) relating to any matters identified in clauses (A) through (G) above.
9.2 Subsequent to the date of the latest audited consolidated financial statements included in each of the Registration Statement, in the aggregatePreliminary Prospectus, a Material Adverse Effect;
the Time of Sale Prospectus and the Final Prospectus, (bA) none of the Company or any damageof the Subsidiaries has sustained any material loss or material interference with its business from fire, destruction explosion, flood, earthquake, epidemic, pandemic, outbreak of infectious disease or lossother calamity, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;
from any labor dispute or any action, order or decree of any Authority; (cB) any waiver or compromise by each of the Company of and the Subsidiaries has carried on and will carry on business in the ordinary and usual course so as to maintain it as a valuable right going concern and in the same manner as previously carried on and since such date has not entered into any contract, transaction 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 commitment outside the ordinary course of business;
business or of an unusual or onerous nature; (eC) any material change to a material contract or agreement by which each of the Company or any of and the Subsidiaries has continued to pay 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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise creditors in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
on arms' length terms; and (iD) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or no material order cancellation by, any major customer changes in the relations of the Company;business of each of the Company and the Subsidiaries with their respective customers, suppliers, licensors or lenders or the financial condition or the position, results of operations, prospects, assets or liabilities of said business or of the Company and the Subsidiaries as a whole as compared with the position, disclosed by the last audited accounts and there has been no damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the said business or the assets or properties of the Company and the Subsidiaries as a whole.
(m) 9.3 Subsequent to the Company’s knowledgerespective dates as of which information is given in each of the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Final Prospectus, there has not been (A) any other event changes or condition of any characterdevelopments that, other than events affecting individually or in the economy aggregate, has or the Company’s industry generally, that has had or could reasonably be expected to would result in a Material Adverse Effect; or
(nB) any transaction, agreement or arrangement (including any letter of intent or commitment by memorandum of understanding) which is material to the Company and the Subsidiaries, taken as a whole; (C) any change in the share capital or other equity interests of any class or outstanding indebtedness of or in any of the Company or the Subsidiaries; or (D) any dividend or distribution of any kind declared, paid or made on the share capital or other equity interests of any class of any of the Company or the Subsidiaries.
9.4 Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Final Prospectus, there has been and will be no material change in the issued share capital or increase in short-term debt or long-term debt, inventories, trade receivables, total current liabilities or decrease in financial assets at FVTPL, time deposits, restricted cash, cash and cash equivalents or total current assets of the Group as of (i) the date of this Agreement, (ii) the Hong Kong Prospectus Date, (iii) the Price Determination Date or (iv) the Listing Date, as applicable, in each case as compared to amounts shown in the latest audited consolidated statements of financial position of the Company included in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Final Prospectus; and there has been and will be no decreases in total revenues during the period from the date of the latest audited consolidated statement of profit or loss of the Company to do (i) the date of this Agreement, (ii) the date of the Final Prospectus (if different from the date hereof) or (iii) each Time of Delivery, as applicable, in each case as compared to the corresponding periods in the preceding financial year.
9.5 Except as disclosed in each of the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus and the Final Prospectus, (A) none of the suppliers and customers of the Company or any of the things described Subsidiaries has owned any interest in this Section 2.24the Company or any of its Subsidiaries; (B) none of the shareholders or directors of any of the Company or the Subsidiaries or any of their respective Associates, either alone or in conjunction with or on behalf of any other person, directly or indirectly interested in more than 5% of the Group’s five largest suppliers and customers; (C) none of the Group’s suppliers and customers are connected persons of the Group; (D) the Company and the Subsidiaries have not had any litigation, claims or disagreements with their suppliers and customers which would, or could reasonably be expected to, cause material interference with its business and operations; and (E) save as to the credit periods granted under the relevant business agreements during the ordinary course of business of the Company and the Subsidiaries, none of the Company or any of its Subsidiaries has provided any form of financial assistance to the their suppliers and customers.
Appears in 1 contract
Subsequent Events. Since September 30January 1, 20122019: (a) each of the Company and its Subsidiaries has conducted its businesses in the Ordinary Course of Business consistent with past practice, except for the negotiation, execution, delivery and performance of this Agreement and the Documents, (b) there has not been:
(a) occurred any change in the businessevent that, assets, liabilities, financial condition individually or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;
Change on the Company or its Subsidiaries, and (c) any waiver or compromise by none of the Company of a valuable right or of a material debt owed to it;its Subsidiaries has:
(di) issued, sold, transferred, disposed of, acquired, redeemed, granted options or rights to purchase, rights of first refusal or subscription rights, or sold any satisfaction securities of the Company or discharge its Subsidiaries (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests or securities with profit participation features) or permitted any reclassifications of any lien, claim, or encumbrance or payment securities of any obligation by the Company, except in the ordinary course of business;
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subjectSubsidiaries, except as set forth on Schedule 6.5;
(fii) any material change amended or modified its Fundamental Documents in any compensation arrangement or agreement with any employeemanner, officerexcept for amendments to its Certificate of Incorporation on July 12, director or stockholder2019 and September 24, 2019;
(giii) declared, paid or otherwise set aside for payment any resignation non-cash dividend or termination of employment of other non-cash distribution with respect to the Transferred Shares or any officer of the Companyother equity securities;
(hiv) merged or consolidated with, or acquired all or substantially all the assets of, or otherwise acquired, any business, business organization or division thereof, or any other Person;
(v) sold, leased, licensed, sublicensed, assigned, transferred or became subject to any Lien (other than Permitted Liens) or otherwise disposed of any assets other than (i) the sale and/or licensing of inventory (including tests and content) and damaged or obsolete or excess equipment; (ii) the settlement of accounts receivable; and (iii) the sale of goods, in each case in the Ordinary Course of Business;
(vi) canceled any material debts or claims, or suffered any material loss or waived any rights of material value (in each case outside of the ordinary course of business consistent with past practice);
(vii) made any loans or advances to, or guaranties of loan or advances for the benefit of, any Person;
(viii) settled or compromised any material Proceeding;
(ix) (A) entered into any new, or amended or terminated (other than for cause) any Material Employee Agreement; (B) granted any material mortgageincreases in the compensation perquisites or benefits to current or former officers, pledgedirectors, transfer of a security interest inemployees or consultants, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise other than normal increases in the ordinary course of business and do not materially impair to the extent consistent with the past practice of the Company’s ownership ; or use (C) agreed to grant or granted any equity-related, cash-based, performance or similar awards or bonuses or any other award that, at the option of such property the grantee, is to be settled in securities of the Company or assetsany of its Subsidiaries;
(ix) (A) adopted, amended or terminated any loans Employee Benefit Plan (other than as required by applicable Law) or guarantees made by adopted or entered into any new Employee Benefit Plan or materially increased the Company benefits provided under any Employee Benefit Plan (other than increases incurred in the ordinary course of business to the extent consistent with past practice), or promised or committed to undertake any of the foregoing in the future; or (B) entered into, amended or extended any collective bargaining or other labor agreement;
(xi) delayed or postponed the payment of accounts payable or other Liabilities or otherwise conducted its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to purchases of supplies, repairs and maintenance, levels of capital expenditures and operation of cash management practices generally);
(xii) accelerated or caused the acceleration of the collection or receipt of any accounts receivable or the realization of other current assets or otherwise conduct its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to pricing and credit practices and operation of cash management practices generally);
(xiii) engaged in any promotional sales or material discount or other activity with customers outside of the Ordinary Course of Business;
(xiv) abandoned or permitted to lapse any Owned Intellectual Property;
(xv) entered into any transaction with or for the benefit of its employees, officers or directors, or any members of their immediate families, Affiliate other than travel advances the transactions contemplated by this Agreement, the other Documents and other advances made in the ordinary course of its businesstransactions contemplated herein and therein;
(jxvi) made or changed any declarationmaterial Tax election, setting aside settled or payment compromised any material Tax claim or other distribution in respect of Tax Proceeding, consented to any waiver of the Company’s capital stockstatute of limitations period applicable to any Tax claim or Tax Proceeding, or and entered into any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Companyclosing agreement with respect to material Taxes;
(kxvii) any sale, assignment or transfer terminated the coverage of any intellectual property insurance policies, or failed to maintain insurance upon all its material assets and properties in such amounts and of such kinds comparable to that in effect as of the Companydate hereof;
(lxviii) receipt of notice that there has been a loss of, made any change in accounting practices or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, policies other than events affecting the economy as required by applicable Law or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse EffectGAAP; or
(nxix) any arrangement authorized, or commitment by the Company committed or agreed to do take, any of the things described foregoing actions that would affect the Company or any of its Subsidiaries or otherwise be in this Section 2.24effect from and after the Closing.
Appears in 1 contract
Subsequent Events. Since September 30, 2012the date of the Most Recent Balance Sheet, there has not been:
(a) been any material adverse change in the business, assets, liabilities, condition (financial condition or otherwise), operations, operating results results, prospects, customer relations or supplier relations of Ibis and Ibis has and Isis has caused Ibis to conduct the Company from that reflected in the Financial Statements, except changes Business in the ordinary course course. Since the date of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;Most Recent Balance Sheet:
(bi) any damageIbis has not sold, destruction or lossleased, whether or not covered by insurance, that has had or would reasonably be expected to have 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, claimtransferred, or encumbrance assigned any of its assets to a third party, tangible or payment of any obligation by the Companyintangible, except other than inventory in the ordinary course of business;
(eii) No party (including Ibis or Isis) has accelerated, terminated, modified, or canceled any material change Contract (or series of related Contracts) to which Ibis is or was a material contract party or agreement by which the Company Business is or any of its assets is bound or subjectwas bound;
(fiii) Ibis has made capital expenditures consistent with its normal course of operations;
(iv) Ibis has not experienced any material change damage, destruction, or loss (whether or not covered by insurance) to its property over $50,000 in the aggregate;
(v) Ibis has not granted any increase in the base compensation arrangement or agreement with of any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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;
(iincluding as to amount) 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 familiesbonus to, any employee, other than travel advances and other advances made in the ordinary course of its business;
(jvi) Ibis has not amended, modified, or terminated any declarationPlan (except as specified in Section 8.11(d));
(vii) Ibis has not entered into any transaction with any of its directors, setting aside officers, employees or payment Affiliates, except for transactions with its employees in the ordinary course of business;
(viii) Neither Ibis nor Isis has licensed, sublicensed, allowed any Encumbrance to exist on, abandoned, or permitted to lapse any Business IP or, except in the ordinary course of business, disclosed any Confidential Information of Ibis or the Business to any Person (other distribution than AMI and AMI’s Representatives);
(ix) Ibis has not made a change in respect of its accounting methods; and
(x) Ibis has not committed in any binding manner 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;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Isis Pharmaceuticals Inc)
Subsequent Events. Since September 30, 2012, there has not been:
(a) any change Except as disclosed in the businessProspectuses, assetssince March 31, liabilities, financial condition or operating results 2025: (i) neither the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company from that reflected and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in the Financial Statements, except changes respect of its share capital (other than dividends paid in the ordinary course of business that have consistent with past practice); (iii) there has not caused or could not reasonably be expected to cause, been any material change in the aggregateshare capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, a Material Adverse Effect;
(b) any damageexplosion, destruction flood, hurricane, accident or lossother calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that has had or would reasonably be expected is material to have a Material Adverse Effect;
(c) any waiver or compromise by the Company of and the Material Subsidiaries taken as a valuable right whole; and (v) there has not been any material adverse change or of any development involving a prospective material debt owed to it;
(d) any satisfaction adverse change, whether or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except not arising from transactions in the ordinary course of business;
, in or affecting the business, general affairs, management, condition (e) any material change to a material contract financial or agreement by which otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any of its assets is bound Material Subsidiary has incurred or subject;
(f) undertaken any material change in liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any compensation arrangement transactions, including any acquisition or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment disposition of any officer of business or asset, which are material to the Company;
(h) any material mortgageCompany and the Material Subsidiaries, pledge, transfer of taken as a security interest in, or lien, created by the Company, with respect to any of its properties or assetswhole, except liens for taxes not yet due or payable liabilities, obligations and liens that arise transactions which are disclosed in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(i) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24Prospectuses.
Appears in 1 contract
Subsequent Events. Since September Except as set forth in §4(g) of the Disclosure Schedule since April 30, 20122005, (i) there has not been:
(a) been any change Material Adverse Change in the business, financial condition, operations, results of operations, assets, liabilities, financial condition obligations or operating results future prospects of the Company from that reflected since April 30, 2005 and (ii) the business of the Company has been conducted only in the Financial StatementsOrdinary Course of Business. Without limiting the generality of the foregoing, except changes as set forth on §4(g) of the Disclosure Schedule, since that date the Company has not:
(i) sold, leased, transferred, or assigned any of its Assets, tangible or intangible, other than for a fair consideration in the ordinary course Ordinary Course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(bii) entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $1,000,000 or outside the Ordinary Course of Business;
(iii) accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $1,000,000 to which it is a party or by which it is bound;
(iv) imposed any Lien upon any of its Assets, tangible or intangible;
(v) made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business (it being understood that capital expenditures contemplated by the definition of “Other Assets” in §1 of this Agreement are in the Ordinary Course of Business);
(vi) made any capital investment in, any loan to, or any acquisition (by merger, consolidation or acquisition of stock or assets or otherwise) of the securities or Assets of, any other Person (or series of related capital investments, loans, and acquisitions);
(vii) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $250,000 singly or $1,000,000 in the aggregate other than advances and letters of credit under the Credit Facility in accordance with its terms;
(viii) delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business;
(ix) cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $1,000,000 or outside the Ordinary Course of Business;
(x) made or authorized any change in its certificate of formation or the LLC Agreement;
(xi) issued, sold, or otherwise disposed of any Membership Interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any Membership Interests, other than Buyer’s right to purchase the Membership Interests pursuant to this Agreement;
(xii) made any distribution with respect to its Membership Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Membership Interests;
(xiii) experienced any material damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have a Material Adverse Effectits Assets;
(cxiv) made any waiver loan to, or compromise entered into or modified the terms of any other transaction or agreement with, any of its managers, officers, employees, consultants, or Affiliates outside the Ordinary Course of Business;
(xv) entered into any employment contract, consulting agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xvi) granted any increase in the compensation of any of its managers, officers, employees and consultants;
(xvii) adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, retention, change of control or other plan, contract, arrangement or commitment for the benefit of any of its managers, officers, employees and consultants (or taken any such action with respect to any other Employee Benefit Plan);
(xviii) made any other change in employment terms for any of its managers, officers, employees and consultants outside the Ordinary Course of Business;
(xix) made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xx) changed any of the accounting principles or practices used by the Company of a valuable right or of a material debt owed to it;
(dxxi) made or changed any satisfaction election relating to Taxes, settled any claim or discharge assessment relating to Taxes or consented to any claim or assessment relating to Taxes or any waiver of the statute of limitations for any lien, claim, such claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessassessment;
(exxii) entered into any material change to a material contract settlement of any pending or agreement by threatened Proceeding other than solely for cash;
(xxiii) entered into any non-compete agreements under which the Company is the obligor or any of its assets is bound modified or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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 waived the Company’s ownership rights under existing confidentiality or use of such property or assets;
(i) any loans or guarantees made by non-compete agreements under which the Company to or for is 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effectbeneficiary; or
(nxxiv) any arrangement or commitment by the Company committed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Copano Energy, L.L.C.)
Subsequent Events. Since September 30, 2012, there has not been:
(a) any change Except as disclosed in the businessProspectuses, assetssince December 31, liabilities, financial condition or operating results 2025: (i) neither the Company nor any of the Material Subsidiaries has incurred, assumed or suffered any liability (absolute, accrued, contingent or otherwise) or entered into any transaction which is or may be material to the Company from that reflected and the Material Subsidiaries, taken as a whole; (ii) neither the Company nor any of the Material Subsidiaries has declared or paid any dividends, or made any other distribution of any kind, on or in the Financial Statements, except changes respect of its share capital (other than dividends paid in the ordinary course of business that have consistent with past practice); (iii) there has not caused or could not reasonably be expected to cause, been any material change in the aggregateshare capital or long-term or short-term debt of the Company and the Material Subsidiaries taken as a whole; (iv) neither the Company nor any Material Subsidiary has sustained any material loss or material interference with its business or assets from fire, a Material Adverse Effect;
(b) any damageexplosion, destruction flood, hurricane, accident or lossother calamity, whether or not covered by insurance, or from any labour dispute or any legal or governmental proceeding, in any such case that has had or would reasonably be expected is material to have a Material Adverse Effect;
(c) any waiver or compromise by the Company of and the Material Subsidiaries taken as a valuable right whole; and (v) there has not been any material adverse change or of any development involving a prospective material debt owed to it;
(d) any satisfaction adverse change, whether or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except not arising from transactions in the ordinary course of business;
, in or affecting the business, general affairs, management, condition (e) any material change to a material contract financial or agreement by which otherwise), results of operations, shareholders’ equity, assets or prospects of the Company and the Material Subsidiaries, taken as a whole; since the date of the latest balance sheet included, or incorporated by reference, in the Prospectuses, neither the Company nor any of its assets is bound Material Subsidiary has incurred or subject;
(f) undertaken any material change in liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any compensation arrangement transactions, including any acquisition or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment disposition of any officer of business or asset, which are material to the Company;
(h) any material mortgageCompany and the Material Subsidiaries, pledge, transfer of taken as a security interest in, or lien, created by the Company, with respect to any of its properties or assetswhole, except liens for taxes not yet due or payable liabilities, obligations and liens that arise transactions which are disclosed in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(i) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24Prospectuses.
Appears in 1 contract
Subsequent Events. Since September 30Except as set forth in SCHEDULE 4.8, 2012, there since the Balance Sheet Date the Company has not been:
(a) any change operated in the businessOrdinary Course of Business and there have been no events, assetsseries of events or the lack of occurrence thereof which, liabilities, financial condition singularly or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would could reasonably be expected to have a Material Adverse Effect;Effect on the Company. Without limiting the foregoing, since that date, none of the following has occurred:
(a) The Company has not sold, leased, transferred, or assigned any assets other than for a fair consideration in the Ordinary Course of Business.
(b) The Company has not entered into any Contract (or series of related Contracts) either involving more than $10,000 or outside the Ordinary Course of Business.
(c) No Encumbrance has been imposed upon any waiver or compromise by assets of the Company of a valuable right or of a material debt owed to it;Company.
(d) The Company has not made any satisfaction capital expenditure (or discharge series of any lienrelated capital expenditures) involving more than $5,000 individually, claim$10,000 in the aggregate, or encumbrance or payment outside the Ordinary Course of any obligation by the Company, except in the ordinary course of business;Business.
(e) The Company has not made any material change to a material contract or agreement by which the Company capital investment in, any loan to, or any acquisition of its the securities or assets is bound or subject;of, any other Person.
(f) The Company has not issued any material change in note, bond, or other debt security or created, incurred, assumed, or guaranteed any compensation arrangement Liability for borrowed money or agreement with any employee, officer, director or stockholder;capitalized lease Contract.
(g) any resignation The Company has not delayed or termination postponed the payment of employment accounts payable or other Liabilities outside the Ordinary Course of any officer of the Company;Business.
(h) any material mortgageThe Company has not canceled, pledgecompromised, transfer of a security interest inwaived, or lien, created by released any Action (or series of related Actions) outside the Company, Ordinary Course of Business.
(i) The Company has not granted any Contracts or any rights under or with respect to any Intellectual Property.
(j) There has been no change made or authorized to be made to the Organizational Documents of the Company.
(k) The Company has not issued, sold, or otherwise disposed of any of its properties Equity Interests.
(l) The Company has not declared, set aside, or assetspaid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, except liens for taxes purchased, or otherwise acquired any of its Equity Interests.
(m) The Company has not yet due experienced any damage, destruction, or payable and liens that arise loss (whether or not covered by insurance) to its properties.
(n) The Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees.
(o) The Company has not entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract.
(p) The Company has not committed to pay any bonus or granted any increase in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
base compensation (i) of any loans director or guarantees made by officer, or (ii) outside of the Ordinary Course of Business, of any of its other employees.
(q) Other than the actions taken with respect to the Lan Plus, Inc. Employee Stock Ownership Plan pursuant to the Stock Purchase Agreement, dated as of the date hereof, among J & M Interests, LLC, the investors listed on the signature pages thereto, and Andy Teng, the Company to has no▇ ▇▇▇▇▇▇▇, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its employees, officers or directors, officers, or employees (or taken any members such action with respect to any other Employee Benefit Plan).
(r) The Company has not made any other change in employment terms outside of their immediate familiesthe Ordinary Course of Business, other than travel advances and other advances made in the ordinary course for any of its business;other directors, officers, or employees.
(js) The Company has not made or pledged to make any declaration, setting aside or payment charitable or other distribution in capital contribution outside the Ordinary Course of Business.
(t) There has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company outside the Ordinary Course of Business; and the Company has not committed 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;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Northgate Innovations Inc)
Subsequent Events. Since September 30Except as set forth in Disclosure Schedule 4.6, 2012since the Most Recent Fiscal Month End, there has not beenbeen any material adverse change in the business, financial condition, operations, or results of operations of Seller. Without limiting the generality of the foregoing, since that date:
(a) Seller has not sold, leased, transferred, or assigned any change in the business, assets, liabilitiestangible or intangible, financial condition or operating results outside the Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(b) Seller has not entered into any agreement, contract, lease, or license outside the Ordinary Course of Business;
(c) Seller has not accelerated, terminated, made material modifications to, or canceled any agreement, contract, lease, or license involving more than $50,000 to which either ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Sales is a party;
(d) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible;
(e) Seller has not made any capital expenditures outside the Ordinary Course of Business;
(f) Seller has not made any equity investment in any other Person and has not made any loan to any other Person outside the Ordinary Course of Business;
(g) Seller has not created, incurred, assumed, or guaranteed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations and all of such obligations will be reflected on the Closing Statement if outstanding at Closing;
(h) Seller has not granted any license or sublicense of any material rights under or with respect to any Intellectual Property;
(i) there has been no material change made or authorized in the charter, certificate of incorporation or articles of incorporation, as applicable, or bylaws of ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Sales;
(j) Seller has not experienced any material damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have 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;
(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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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;
(i) 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;
(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 Companyproperties;
(k) Seller has not has made any saleloan to any of its or ▇▇▇▇▇▇'▇ directors or officers, assignment or transfer to employees in an amount above $5,000, or entered into any other transaction with any of any intellectual property its or ▇▇▇▇▇▇'▇ directors, officer and employees outside the Ordinary Course of the CompanyBusiness which will be binding upon Buyer;
(l) receipt of notice that there Seller has been a loss ofnot entered into any employment contract or collective bargaining agreement, written or oral, or material order cancellation by, modified the terms of any major customer of the Companyexisting such contract or agreement;
(m) to Seller has not granted any increase in the Company’s knowledge, any other event or condition base compensation of any characterof its employees outside the Ordinary Course of Business and a listing, other than events affecting by employee and amount, of all such increases within the economy or the Company’s industry generally, that Ordinary Course of Business has had or could reasonably be expected to result in a Material Adverse Effect; orbeen provided by Buyer;
(n) Seller has not made any arrangement or commitment by the Company to do other material change in employment terms for any of its employees outside the things described Ordinary Course of Business for which Buyer may become responsible;
(o) Seller has not unreasonably delayed or accelerated the payment of any liability, including but not limited to, any vendor payables and has continued to pay all such liabilities in this Section 2.24the Ordinary Course of Business;
(p) Seller has not cancelled, compromised, waived or released any right or claims, or requested any customer to accelerate the payment of any Accounts Receivable outside the Ordinary Course of Business or granted to any customer any extension of time for the payment of any Accounts Receivable outside the Ordinary Course of Business;
(q) Seller has not received any notice that any supplier or customer of the Seller has taken or contemplates any steps intended to disrupt the business relationship of Seller with such supplier or customer, and to the Knowledge of Seller, none of such customers has entered into agreements or expressed any intention to enter into agreements with other suppliers for the goods sold by Seller;
(r) Seller has not made any purchase commitments for merchandise or other products in excess of the normal, ordinary and usual requirements of the Gift Business or at any price in excess of the then market price or upon terms and conditions more onerous than those usual and customary for Seller, or made any change in the Seller's selling, pricing, advertising or personnel practices inconsistent with its prior practices.
Appears in 1 contract
Subsequent Events. Since September 30the Interim Balance Sheet Date, 2012except as set forth on Schedule 3.10, there has not beenbeen any Material Adverse Change with respect to the Company nor have any of the following have occurred:
(a) the Company has not sold, leased, transferred, or assigned any change assets having an aggregate value of greater than $100,000 other than for a fair consideration in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(b) the Company has not entered into any damage, destruction Contract (or loss, whether series of related Contracts) either involving more than $100,000 or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effectoutside the Ordinary Course of Business;
(c) no Contract involving more than $100,000 has been terminated except for any waiver or compromise by such termination that would not have a Material Adverse Effect with respect to the Company of a valuable right or of a material debt owed to itCompany;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by neither the Company, except in nor, to the ordinary course Knowledge of business;
(e) Seller, any material change other party to a material contract or agreement by any Contract involving more than $100,000 to which the Company is a party or by which it is bound or any of its assets is bound or subjectsubject has Breached in any material respect any such Contract;
(fe) no Encumbrance has been imposed upon any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer the assets of the Company;
(f) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the Ordinary Course of Business;
(g) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person;
(h) the Company has not issued any material mortgagenote, pledge, transfer of a security interest inbond, or lienother debt instrument or created, created by the Companyincurred, with respect to assumed, or guaranteed any of its properties Liability for borrowed money 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 assetscapitalized lease Contract;
(i) any loans or guarantees made by the Company to has not delayed or for postponed the benefit payment of its employees, officers accounts payable or directors, or any members other Liabilities outside the Ordinary Course of their immediate families, other than travel advances and other advances made in the ordinary course of its businessBusiness;
(j) any declarationthe Company has not canceled, setting aside or payment or other distribution in respect of any of the Company’s capital stockcompromised, waived, or released any direct Action (or indirect redemption, purchase, or other acquisition series of any of such stock by the Companyrelated Actions) involving more than $100,000;
(k) the Company has not entered into any sale, assignment Contracts or transfer of granted any intellectual property of the Companyrights under or with respect to any Intellectual Property;
(l) receipt of notice that there has been a loss of, no change made or material order cancellation by, any major customer authorized to the Organizational Documents of the Company;
(m) to the Company’s knowledgeCompany has not issued, any other event sold, or condition otherwise disposed of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; orof its Equity Interests;
(n) any arrangement or commitment by the Company has not declared, set aside, or paid any dividend or made any distribution with respect to do its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than cash distributions to shareholders of the Company immediately prior to Closing);
(o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its assets or properties involving more than $100,000 in the aggregate;
(p) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees;
(q) the Company has not entered into any employment, collective bargaining, or similar Contract or modified the terms of any such existing Contract;
(r) the Company has not committed to pay any bonus or granted any increase in the base compensation or made any other changes in employment terms of any of its directors, officers, employees, consultants or stockholders outside of (i) increases in the base compensation to any of its employees who are not Stockholders, officers or key employees of the Company made in the Ordinary Course of Business and (ii) the payment of customary year-end bonuses in the Ordinary Course of Business as provided for in Schedule 3.10(r);
(s) the Company has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, employees, consultants or stockholders (or taken any such action with respect to any other Employee Benefit Plan);
(t) the Company has not made or pledged to make any charitable or other capital contribution involving more than $100,000 (individually or in the aggregate) or, in the case of capital contributions, outside the Ordinary Course of Business. All such pledges for charitable contribution are either reflected as a Liability on the Interim Balance Sheet or will be paid and satisfied in full on or prior to the Closing;
(u) there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company involving more than $75,000 (individually or in the aggregate) or outside the Ordinary Course of Business;
(v) the Company has not made any payment on any Liabilities, indebtedness (including trade payables) or other obligations owed to any Seller Party or any of their respective Affiliates outside the Ordinary Course of Business;
(w) the Company has not made any change in its accounting practice, policies or procedures, made any adjustment to its books and records, or recharacterized any assets or Liabilities;
(x) the Company has not made, changed or rescinded any election in respect of Taxes (other than the Company electing to be a Qualified Subchapter S Subsidiary of Seller pursuant to the Reorganization and converting to be a limited liability company pursuant to the Conversion), adopted or changed any accounting method in respect of Taxes, filed any amendment to a Tax Return or filed any Tax Return which has not been prepared in accordance with past practice, entered into any closing agreement, settled any claim or assessment in respect of Taxes, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; and
(y) the Company has not entered into any Contract committing it to any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Mistras Group, Inc.)
Subsequent Events. Since September 30December 31, 20121998, there no Material Adverse Effect on Sellers has not been:occurred and, except as set forth on Schedule 4.9,
(a) none of the Sellers has sold, leased, transferred, or assigned any change in the business, of its assets, liabilitiestangible or intangible, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes other than for fair consideration in the ordinary course of Sellers' business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effectconsistent with past custom and practice;
(b) none of the Sellers has entered into any agreement, contract, lease, or license outside the ordinary course of Sellers' business consistent with past custom and practice;
(c) none of the Sellers has accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license other than in the ordinary course of Sellers' business consistent with past custom and practice;
(d) none of the Sellers has imposed any Lien upon any of its assets, tangible or intangible, other than Permitted Liens;
(e) none of the Sellers has made any capital expenditure (or series of related capital expenditures) involving more than $75,000;
(f) none of the Sellers has made any capital investment in, any loan or advance to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $75,000;
(g) none of the Sellers has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
(h) none of the Sellers has delayed or postponed the payment of accounts payable or other liabilities other than in the ordinary course of Sellers' business consistent with past custom and practice;
(i) none of the Sellers has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $75,000;
(j) none of the Sellers has granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(k) none of the Sellers has experienced any damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have a Material Adverse Effectproperty having an aggregate value greater than $75,000;
(cl) none of the Sellers has granted any waiver increase in the base compensation of any of its directors, officers, independent contractors, or compromise by employees outside the Company ordinary course of a valuable right or of a material debt owed to itSellers' business consistent with past custom and practice;
(dm) none of the Sellers has adopted, amended, modified, or terminated any satisfaction Employee Plan or discharge Compensation Arrangement (including any bonus, profit-sharing, incentive, severance, termination, change of control or other plan, contract, or commitment for the benefit of any lienof its directors, claimofficers, or encumbrance or payment of any obligation by the Companyemployees), except other than in the ordinary course of businessSellers' business consistent with past custom and practice;
(en) none of the Sellers has made any material other change to a material contract in employment terms or agreement by which the Company or engagement terms for any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employeedirectors, officerofficers, director or stockholder;
(g) any resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest inindependent contractors, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise in employees outside the ordinary course of Sellers' business consistent with past custom and do not materially impair the Company’s ownership or use of such property or assetspractice;
(io) any loans or guarantees made by the Company to or for the benefit of its employeesno other material event, officers or directorsincident, action, or transaction involving any members of their immediate families, other than travel advances and other advances made in the Sellers has occurred outside the ordinary course of its business;Sellers' business consistent with past custom and practice; and
(jp) any declaration, setting aside or payment or other distribution in respect of any none 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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there Sellers has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company committed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Asset Purchase Agreement (Spectrasite Holdings Inc)
Subsequent Events. Since September 30January 1, 20122019: (a) each of the Company and its Subsidiaries has conducted its businesses in the Ordinary Course of Business consistent with past practice, except for the negotiation, execution, delivery and performance of this Agreement and the Documents, (b) there has not been:
(a) occurred any change in the businessevent that, assets, liabilities, financial condition individually or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;
Change on the Company or its Subsidiaries, and (c) any waiver or compromise by none of the Company of a valuable right or of a material debt owed to it;its Subsidiaries has:
(di) issued, sold, transferred, disposed of, acquired, redeemed, granted options or rights to purchase, rights of first refusal or subscription rights, or sold any satisfaction securities of the Company or discharge its Subsidiaries (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests or securities with profit participation features) or permitted any reclassifications of any lien, claim, or encumbrance or payment securities of any obligation by the Company, except in the ordinary course of business;
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subjectSubsidiaries;
(fii) any material change amended or modified its Fundamental Documents in any compensation arrangement or agreement with any employee, officer, director or stockholdermanner;
(giii) declared, paid or otherwise set aside for payment any resignation non-cash dividend or termination of employment of other non-cash distribution with respect to the Shares or any officer of the Companyother equity securities;
(hiv) merged or consolidated with, or acquired all or substantially all the assets of, or otherwise acquired, any business, business organization or division thereof, or any other Person;
(v) sold, leased, licensed, sublicensed, assigned, transferred or became subject to any Lien (other than Permitted Liens) or otherwise disposed of any assets other than (i) the sale and/or licensing of inventory (including tests and content) and damaged or obsolete or excess equipment; (ii) the settlement of accounts receivable; and (iii) the sale of goods, in each case in the Ordinary Course of Business;
(vi) canceled any material debts or claims, or suffered any material loss or waived any rights of material value (in each case outside of the ordinary course of business consistent with past practice);
(vii) made any loans or advances to, or guaranties of loan or advances for the benefit of, any Person;
(viii) settled or compromised any material Proceeding;
(ix) (A) entered into any new, or amended or terminated (other than for cause) any Material Employee Agreement; (B) granted any material mortgageincreases in the compensation perquisites or benefits to current or former officers, pledgedirectors, transfer of a security interest inemployees or consultants, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise other than normal increases in the ordinary course of business and do not materially impair to the extent consistent with the past practice of the Company’s ownership ; or use (C) agreed to grant or granted any equity-related, cash-based, performance or similar awards or bonuses or any other award that, at the option of such property the grantee, is to be settled in securities of the Company or assetsany of its Subsidiaries;
(ix) (A) adopted, amended or terminated any loans Employee Benefit Plan (other than as required by applicable Law) or guarantees made by adopted or entered into any new Employee Benefit Plan or materially increased the Company benefits provided under any Employee Benefit Plan (other than increases incurred in the ordinary course of business to the extent consistent with past practice), or promised or committed to undertake any of the foregoing in the future; or (B) entered into, amended or extended any collective bargaining or other labor agreement;
(xi) delayed or postponed the payment of accounts payable or other Liabilities or otherwise conducted its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to purchases of supplies, repairs and maintenance, levels of capital expenditures and operation of cash management practices generally);
(xii) accelerated or caused the acceleration of the collection or receipt of any accounts receivable or the realization of other current assets or otherwise conduct its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to pricing and credit practices and operation of cash management practices generally);
(xiii) engaged in any promotional sales or material discount or other activity with customers outside of the Ordinary Course of Business;
(xiv) abandoned or permitted to lapse any Owned Intellectual Property;
(xv) entered into any transaction with or for the benefit of its employees, officers or directors, or any members of their immediate families, Affiliate other than travel advances the transactions contemplated by this Agreement, the other Documents and other advances made in the ordinary course of its businesstransactions contemplated herein and therein;
(jxvi) made or changed any declarationmaterial Tax election, setting aside settled or payment compromised any material Tax claim or other distribution in respect of Tax Proceeding, consented to any waiver of the Company’s capital stockstatute of limitations period applicable to any Tax claim or Tax Proceeding, or and entered into any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Companyclosing agreement with respect to material Taxes;
(kxvii) any sale, assignment or transfer terminated the coverage of any intellectual property insurance policies, or failed to maintain insurance upon all its material assets and properties in such amounts and of such kinds comparable to that in effect as of the Companydate hereof;
(lxviii) receipt of notice that there has been a loss of, made any change in accounting practices or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, policies other than events affecting the economy as required by applicable Law or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse EffectGAAP; or
(nxix) any arrangement authorized, or commitment by the Company committed or agreed to do take, any of the things described foregoing actions that would affect the Company or any of its Subsidiaries or otherwise be in this Section 2.24effect from and after the Closing.
Appears in 1 contract
Subsequent Events. Except as set forth on Schedule 3.9, since year ended January 15, 1996: (i) Seller has not sold, leased, transferred or assigned any assets of the Business, tangible or intangible, except in the Ordinary Course; (ii) Seller has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $2,500 or outside the Ordinary Course; (iii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to Seller or the Business; (iv) Seller has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans or acquisitions); (vi) Seller has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations; (vii) Seller has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) Seller has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course; (ix) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business; (x) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course involving Seller except that is generally known by other NRTC members and affiliates; and (xi) Seller has not committed to any of the foregoing. Since September 30the year ended January 15, 20121996, there has not been:
(a) any been no material adverse change in in, and to the businessbest knowledge of Seller and Shareholders, assetsno event has occurred which is likely, liabilities, financial condition individually or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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;
(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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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;
(i) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
any material adverse change in, the operations, assets, prospects or condition (nfinancial or otherwise) any arrangement or commitment by the Company to do any of the things described in this Section 2.24Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Pegasus Communications Corp)
Subsequent Events. Since September 30Except as set forth in Schedule 3.9 and 3.18, 2012, since the Balance Sheet Date there has not been:been any Material Adverse Change with respect to the Company. In addition, since that date, except as set forth in Schedules 3.9 and 3.18, none of the following has occurred to the date of this Agreement and, except in the Ordinary Course of Business, none will occur to the date of the closing, without the approval of Buyer.
(a) the Company has not sold, leased, transferred, or assigned any change assets other than for a fair consideration in the business, assets, liabilities, financial condition or operating results Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse EffectBusiness;
(b) the Company has not entered into any damage, destruction Contract (or loss, whether series of related Contracts) either involving more than $10,000 or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effectoutside the Ordinary Course of Business;
(c) no Seller that is party to any waiver or compromise by the Company of a valuable right or of a material debt owed Contract 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;
(e) any material change to a material contract or agreement by which the Company is a party or by which it is bound or any of its assets is bound or subjectsubject has Breached any such Contract;
(fd) no Encumbrance has been imposed upon any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer the assets of the Company;
(e) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $10,000 or outside the Ordinary Course of Business;
(f) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $10,000 or outside the Ordinary Course of Business;
(g) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Liability for borrowed money or capitalized lease Contract either involving more than $10,000 individually or in the aggregate;
(h) any material mortgage, pledge, transfer the Company has not delayed or postponed the payment of a security interest in, accounts payable or lien, created by other Liabilities outside the Company, with respect to any Ordinary Course of its 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 assetsBusiness;
(i) any loans or guarantees made by the Company to or for the benefit of its employeeshas not canceled, officers or directorscompromised, waived, or released any members Action (or series of their immediate families, other related Actions) either involving more than travel advances and other advances made in $10,000 or outside the ordinary course Ordinary Course of its businessBusiness;
(j) the Company has not granted any declaration, setting aside Contracts or payment any rights under or with respect to any Intellectual Property; other distribution than in respect of any connection with the sale or lease of the Company’s capital stock, goods or any direct or indirect redemption, purchase, or other acquisition services in the Ordinary Course of any of such stock by the CompanyBusiness;
(k) any sale, assignment there has been no change made or transfer of any intellectual property authorized to the Organizational Documents of the Company;
(l) receipt of notice that there the Company has been a loss ofnot issued, sold, or material order cancellation by, otherwise disposed of any major customer of the Companyits Equity Interests;
(m) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to the Company’s knowledgeits Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; orits Equity Interests;
(n) any arrangement or commitment by the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its properties;
(o) the Company has not made any loan to, or entered into any transaction outside the normal course of employment with, any of its directors, officers, or employees;
(p) the Company has not entered into any employment, collective bargaining, or similar Contract or modified the terms of any existing such Contract;
(q) the Company has not committed to pay any bonus or granted any increase in the base compensation (i) of any director, officer, or employee thereof that is a Seller or an Affiliate thereof, or (ii) outside of the Ordinary Course of Business, of any of its other directors, officers, or employees;
(r) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or similar Contract for the benefit of any of its directors, officers, or employees (or taken any such action with respect to any other Employee Benefit Plan);
(s) the Company has not made any other change in employment terms for (i) any officer or employee thereof that is a Seller or an Affiliate thereof, or (ii) outside of the Ordinary Course of Business, any of its other directors, officers, or employees;
(t) the Company has not made or pledged to make any charitable or other capital contribution either involving more than $5,000 (individually or in the aggregate) or outside the Ordinary Course of Business;
(u) there has not been any other occurrence, event, incident, action, failure to act, or transaction with respect to the Company either involving more than $10,000 (individually or in the aggregate) or outside the Ordinary Course of Business; and
(v) the Company has not committed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30From the date of the Interim Statement until the date of this Agreement, 2012, there has not been:
(a) any change in Seller has conducted the business, assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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;
(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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its properties or assets, except liens for taxes not yet due or payable and liens that arise Business in the ordinary course of business and do (b) there has not materially impair been, with respect to the Company’s ownership Business, any event, change, occurrence or use of such property circumstance that, individually or assets;
(i) 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;
(j) aggregate with any declarationsuch events, setting aside changes, occurrences or payment or other distribution in respect of any of the Company’s capital stockcircumstances, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(k) any sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in have, a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Interim Statement, Seller has not (a) sold, leased, transferred, pledged, encumbered or assigned any of the assets of the Business outside the ordinary course of business; or
(nb) entered into any arrangement material Contract (or series of related material Contracts) other than in the ordinary course of business; (c) accelerated, terminated, modified or canceled any material Contract except in the ordinary course of business and, to Seller's Knowledge, no other party has done so as a result of any default by Seller; (d) accelerated, waived, wrote-off or canceled the payment of any accounts receivable outside the ordinary course of business; (e) canceled, compromised, waived or released any material right or claim (or series of related rights and claims) outside the ordinary course of business; (f) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the ordinary course of business; (g) experienced any material damage, destruction or loss to the assets of the Business; (h) experienced any material change in personnel or relationships with third parties, including customers and vendors, other than immaterial changes which occur in the ordinary course of business; (i) changed accounting or Tax reporting principles, methods or policies; or (j) entered into any commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30December 31, 20122022, except for matters specifically relating to the transactions contemplated by this Agreement or as listed on Schedule 4(f), Seller has operated the Business in the Ordinary Course of Business and there has not been:
(a) been any change Material Adverse Effect in the business, assetsfinancial condition, liabilities, financial condition operations or operating results of operations of the Company from that reflected in the Financial StatementsBusiness. Since December 31, 2022, except changes for matters specifically relating to the transactions contemplated by this Agreement or as set forth on Schedule 4(f), Seller has not done any of the following (in each case, solely with respect to the ordinary course Business and/or Acquired Assets):
(i) no party (including Seller) has accelerated, terminated, modified or canceled any Material Contract to which Seller is a party or by which Seller is bound, or which is otherwise material to Seller or the Business and, to the Knowledge of business that have not caused or could not reasonably be expected Seller, no party intends to cause, in the aggregate, a Material Adverse Effecttake any such action;
(bii) Seller has not experienced any material damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had or would reasonably be expected ) to have 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;
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subjectproperty;
(fiii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderintentionally omitted;
(giv) any resignation or termination of employment of any officer of the CompanyIntentionally omitted;
(hv) Intentionally omitted;
(vi) Seller has not incurred any Liens (other than Permitted Liens arising in the Ordinary Course of Business) upon any of its assets;
(vii) Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(viii) Seller has not merged into or with, consolidated with, made any loan to, or any acquisition of the assets of, any other Person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(ix) Seller has not delayed or postponed the payment of any material mortgageamount of Accounts Payable or commissions or any other Liability or agreed or negotiated with any Person to extend the payment date of any material amount of Accounts Payable or commissions or any other Liability;
(x) Seller has not cancelled, pledgecompromised, transfer of a security interest inwaived, or lienreleased any right or claim outside the Ordinary Course of Business;
(xi) Seller has not accelerated the collection or receipt of, created by or discounted, a material amount of Account Receivables outside the CompanyOrdinary Course of Business;
(xii) Seller has not paid any fee, interest, royalty or any other payment of any kind to, or entered into any transactions or other agreements with, any employee of Seller or any Affiliate of Seller (other than the payment of salary, bonuses and expense reimbursement in the Ordinary Course of Business);
(xiii) intentionally omitted;
(xiv) Seller has not entered into, adopted, materially amended or terminated any Employee Benefit Plan;
(xv) Seller has not entered into any employment, severance, retention or similar contract (other than at will employment agreements in the Ordinary Course of Business) or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement;
(xvi) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property of its 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 assetsSeller;
(ixvii) Seller has not written down or written up the value of any loans asset or guarantees made by the Company to investment on Seller’s books or records, except for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances depreciation and other advances made amortization taken in the ordinary course Ordinary Course of its businessBusiness;
(jxviii) Seller has not made or changed any declarationTax election, setting aside changed any annual Tax accounting period, adopted or payment changed any method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, offset or other distribution reduction in respect Tax Liability, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment or took or omitted to take any other action related to Taxes;
(xix) Seller has not settled or been subject to any investigation, claim or litigation, or filed any motions, orders, briefs or settlement agreements in any Proceeding before any Governmental or Licensing Authority or any arbitrator;
(xx) Seller has not adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization;
(xxi) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course of Business involving the Business;
(xxii) Seller has not changed the accounting methods, principles or practices utilized by Seller, except as required by GAAP or applicable Law; and
(xxiii) Seller has not committed to do or to facilitate 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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30From the date of the Interim Statement until the date of this Agreement, 2012, there has not been:
(a) any change in Sellers have conducted the business, assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes Business in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
all material respects and (b) any damage, destruction or loss, whether or there has not covered by insurance, that has had or would reasonably be expected to have 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;
(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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Companybeen, with respect to the Business, any of its properties event, change, occurrence or assetscircumstance that, except liens for taxes not yet due individually or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership aggregate with any such events, changes, occurrences or use of such property or assets;
(i) any loans or guarantees made by the Company to or for the benefit of its employeescircumstances, 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in have, a Material Adverse Effect. Without limiting the generality of the foregoing, since the date of the Interim Statement, Sellers have not: (a) sold, leased, transferred, pledged, encumbered or assigned any of the assets of the Business outside the ordinary course of business; or
(nb) entered into any arrangement material Contract (or series of related material Contracts) other than in the ordinary course of business; (c) accelerated, terminated, modified or canceled any material Contract except in the ordinary course of business and, to Sellers’ knowledge, no other party has done so as a result of any default by Sellers; (d) accelerated, waived, wrote-off or canceled the payment of any accounts receivable outside the ordinary course of business; (e) canceled, compromised, waived or released any material right or claim (or series of related rights and claims) outside the ordinary course of business; (f) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the ordinary course of business; (g) experienced any material damage, destruction or loss to the assets of the Business; (h) experienced any material change in personnel or relationships with third parties, including customers and vendors, other than immaterial changes which occur in the ordinary course of business; (i) changed accounting or Tax reporting principles, methods or policies; or (j) entered into any commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Subsequent Events. Since September 30the Most Recent Fiscal Year End, 2012(i) the Target has operated in the Ordinary Course of Business, (ii) there have been no changes in the Assets, business, financial condition, operations or results of operations of the Target individually or in the aggregate that have had or would have a Material Adverse Effect on the Target taken as a whole, and (iii) except as described in Section 3.7 of the Target’s Disclosure Schedule, the Target has not beendone any of the following:
(a) either (i) amended its charter, bylaws or other governing documents, (ii) amended any change in the businessterm of its outstanding Equity Interests or other securities, assetsor (iii) issued, liabilitiessold, financial condition granted, or operating results of the Company from that reflected in the Financial Statementsotherwise disposed of, except changes in the ordinary course of business that have not caused its Equity Interests or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effectother securities;
(b) become liable in respect of any damageguarantee or has incurred, destruction assumed or lossotherwise become liable in respect of any Indebtedness, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effectexcept for borrowings in the Ordinary Course of Business under credit facilities in existence as of on the Most Recent Financials;
(c) permitted any waiver or compromise by of the Company of Assets to become subject to a valuable right or of Security Interest other than a material debt owed to itPermitted Encumbrance;
(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;
(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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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;
either (i) 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;
(j) any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any of its capital stock or other Equity Interests (except for distributions of Company Cash declared and paid in full before the Closing Date and which, if occurring after the date hereof, are in compliance with Section 5.2), or (ii) entered into, or performed, any transaction with, or for the benefit of, any shareholder or any Affiliate of any shareholder (other than payments made to officers, directors and employees in the Ordinary Course of Business);
(e) suffered (i) material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the business of the Target or any material Asset, or (ii) any shutdown or maintenance of any facility or paper machine outside the Ordinary Course of Business;
(f) increased the Compensation payable or paid, whether conditionally or otherwise, to (i) any employee, consultant or agent other than in the Ordinary Course of Business, (ii) any director or officer, or (iii) any stockholder or any affiliate of any stockholder;
(g) entered into any contractual obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis or otherwise providing Compensation or other benefits to any officer, director, employee or consultant;
(h) made any change in its methods of accounting or accounting practices (including with respect to reserves) or changed its policies or practices with respect to paying payables or billing and collecting receivables;
(i) made, changed or revoked any material Tax election, elected or changed any method of accounting for Tax purposes, settled any action in respect of Taxes or entered into any contractual obligation in respect of the Company’s capital stockTaxes with any Governmental Authority;
(j) terminated or closed any facility, business or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Companyoperation;
(k) adopted any saleEmployee Benefit Plan or, assignment or transfer of except in accordance with terms thereof as in effect on the Most Recent Fiscal Year End increased any intellectual property of the Companybenefits under any Employee Benefit Plan;
(l) receipt written up or written down any of notice that there has been a loss of, its material Assets or material order cancellation by, any major customer of the Company;revalued its inventory; and
(m) to the Company’s knowledge, entered into any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company contractual obligation to do any of the things described referred to elsewhere in this Section 2.243.7.
Appears in 1 contract
Subsequent Events. Since September 30the Most Recent Fiscal Year End there have been no changes in the assets, 2012condition or affairs, there has not beenfinancial or otherwise, of the Company that have individually or in the aggregate resulted in or are reasonably likely to result in a Material Adverse Effect. Without limiting the foregoing, since that date and except as otherwise set forth on Section 2.8 of the Company Disclosure Schedule:
(a) the Company has not sold, leased, transferred, licensed, sublicensed or assigned any change in the business, of its assets, liabilitiestangible or intangible, financial condition or operating results of including the Company from that reflected in the Financial StatementsIntellectual Property, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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 other than in the ordinary course of business;
(eb) the Company has not entered into any material change agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) outside the ordinary course of business;
(c) no party (including the Company) has terminated or cancelled prior to the scheduled expiration or terminate date any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $50,000 to which the Company is a material contract party or agreement by which the Company is bound;
(d) the Company has not imposed, or had imposed against it, any Lien (other than Permitted Liens) upon any of its assets, tangible or intangible, including the Software;
(e) the Company has not made any capital investment in, any loan to or any acquisition of the securities or assets is bound of, any other person (or subjectseries of related capital investments, loans and acquisitions) outside the ordinary course of business;
(f) the Company has not issued any material change in note, bond or other debt security or created, incurred, assumed or guaranteed any compensation arrangement indebtedness for borrowed money or agreement with any employee, officer, director or stockholdercapitalized lease obligation;
(g) the Company has not cancelled, compromised, waived or released any resignation right or termination claim (or series of employment related rights and claims) either involving more than $50,000 or outside the ordinary course of any officer business;
(h) there has been no change made or authorized in the certificate of incorporation or bylaws of the Company;
(hi) the Company has not declared, set aside or paid any dividend or made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its equity securities;
(j) the Company has not made any loan to or received a loan from any of its Affiliates, directors, officers, managers and employees;
(k) the Company has not modified the terms of any employment contract (other than any at-will employment contract) or collective bargaining agreement to which it is a party and has not made any other material change in employment terms for any of its directors, officers, managers and employees;
(l) the Company has not adopted or terminated any material mortgageEmployee Benefit Plan or any bonus, pledgeprofit-sharing, transfer incentive, severance or other plan contract or commitment for the benefit of a security interest inany of its directors, officers, employees and consultants (or lien, created by the Company, taken any such action with respect to any other Employee Benefit Plan);
(m) the Company has not experienced any material damage, destruction or loss (whether or not covered by insurance) to its property;
(n) the Company has not granted any increase in the base compensation of any of its properties directors, officers, managers and employees outside the ordinary course of business;
(o) the Company has not committed to make any charitable contribution in excess of $5,000;
(p) there has not been any other material occurrence, event, incident, action, failure to act or assets, except liens for taxes not yet due or payable and liens that arise in transaction outside the ordinary course of business and do not materially impair involving the Company’s ownership or use of such property or assets;; and
(iq) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company not committed to do any of the things items described in this Section 2.242.8.
Appears in 1 contract
Subsequent Events. Except as set forth on Schedule 3.10, since September 30, 1997: (i) the Company has not sold, leased, transferred or assigned any assets of the Business, tangible or intangible, except in the Ordinary Course; (ii) the Company has not entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $1,000 or outside the Ordinary Course; (iii) no third party has accelerated, terminated, modified or canceled any material agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) relating to the Company or the Business; (iv) the Company has not imposed or permitted the imposition of any Encumbrance upon any assets of the Business, tangible or intangible; (v) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans or acquisitions); (vi) the Company has not issued any note, bond or other debt security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations; (vii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course; (viii) the Company has not canceled, compromised, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course; (ix) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property used or useful in the Business; (x) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course involving the Company except that is generally known by other NRTC 495543.1 13 members and affiliates; and (xi) the Company has not committed to any of the foregoing. Since September 30, 20121997, there has not been:
(a) any been no material adverse change in the businessoperations, assets, liabilities, prospects or condition (financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effect;
(botherwise) any damage, destruction or loss, whether or not covered by insurance, that has had or would reasonably be expected to have 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;
(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 resignation or termination of employment of any officer of the Company;
(h) any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its 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;
(i) 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company to do any of the things described in this Section 2.24.
Appears in 1 contract
Sources: Merger Agreement (Weber Donald W)
Subsequent Events. Since September 30the Interim Balance Sheet Date to the date hereof, 2012, there has not been:except as provided on Schedule 5.2(i):
(ai) no Company has sold, leased, transferred, assigned or relocated outside the Seller Facilities or the New Seller Facilities any change in the business, of its assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes other than inventory sold in the ordinary course of business that have not caused or could not reasonably be expected to cause, in the aggregate, a Material Adverse Effectconsistent with past custom and practice;
(bii) no Company has amended adversely to such Company or terminated any Material Contract or Lease;
(iii) no Encumbrance has been imposed upon any of the assets or properties of any Company other than Permitted Encumbrances;
(iv) no Company has experienced any material damage, destruction destruction, or loss, loss (whether or not covered by insurance, that has had ) of the assets or would reasonably be expected to have a Material Adverse Effectproperties of such Company or the Seller Facilities or the New Seller Facilities;
(cv) no Company has entered into any waiver collective bargaining or compromise by similar contract or modified the Company terms of a valuable right or of a material debt owed to itany such existing contract;
(dvi) any satisfaction or discharge of any lienno Company has canceled, claimcompromised, waived, or encumbrance released any Action (or payment series of related Actions) made by or against it either involving more than $10,000 individually or $25,000 in the aggregate;
(vii) no Company has made any obligation by capital expenditure (or series of related capital expenditures) either involving more than $50,000 individually or $250,000 in the Companyaggregate;
(viii) no Company has declared, set aside, or paid any dividend or made any other distribution with respect to its Equity Interests (excluding cash dividends) or redeemed, repurchased, or otherwise acquired any of its outstanding Equity Interests;
(ix) no Company has made or pledged to make any charitable or other contribution either involving more than $2,000 individually or $5,000 in the aggregate,;
(x) no Company has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any Liability for borrowed money or capitalized lease, except under credit facilities in effect as of the date hereof and for the creation of customary trade payables of such Company in the ordinary course of business;
(exi) no Company has made any material change in its accounting practices, policies or procedures, made any material adjustment to a material contract its books and records, or agreement by which the Company or recharacterized any of its assets is bound or subjectLiabilities;
(fxii) no Company has committed to pay any material change increase in bonus or granted severance or termination pay or any increase in the base compensation arrangement or agreement with fringe benefits payable to any employeecurrent or former director, manager, officer, director employee, or stockholderconsultant thereof;
(gxiii) no Company has adopted, amended, modified, or terminated any resignation employment, bonus, profit-sharing, incentive, severance, change in control or termination of employment similar Contract for the benefit of any officer of the Company;
its current or former directors, managers, officers, employees or consultants (h) or taken any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, such action with respect to any other Company Benefit Plan);
(xiv) no Company has made any loan or advance to, or entered into any other transaction with, any of its properties current or assetsformer directors, managers, officers, employees, or consultants, any Seller or any Affiliate of a Seller;
(xv) no Company has granted any license or sublicense of any rights under or with respect to any Intellectual Property 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;business; and
(ixvi) any loans or guarantees made by the no 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;
(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 sale, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect; or
(n) any arrangement or commitment by the Company committed to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Mattress Firm Holding Corp.)
Subsequent Events. Since September 30, 2012, there has not been:
(a) any change Since the Latest Balance Sheet Date, except as specifically required pursuant to this Agreement or as may be required to consummate the New RPM Reorganization, (x) the Business Entities have operated the Business in all material respects in the businessOrdinary Course of Business, assets, liabilities, financial condition or operating results of and (y) the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that Business Entities have not caused or could not reasonably be expected to cause, in the aggregate, a suffered any Material Adverse Effect;.
(b) any damageSince the Latest Balance Sheet Date, destruction except as may be required to consummate the New RPM Reorganization or loss, whether or not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;as set forth on Section 3.6(b) of the Disclosure Schedules:
(ci) none of the Business Entities has issued or sold (or authorized to issue or sell), or made any waiver redemptions, repurchases or compromise by acquisitions in respect of the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge outstanding equity interests of any lien, claim, or encumbrance or payment of any obligation by the CompanyBusiness Entities, except in the ordinary course Ordinary Course of businessBusiness or in connection with employment matters, including upon the termination or retirement of an employee;
(eii) none of the Business Entities has declared, set aside or paid any material change non-cash dividends, or made any distributions in respect of their equity securities, except for (A) dividends or other distributions paid by any wholly-owned Subsidiary of the Business Entities to a material contract or agreement by which any other Business Entity, and (B) tax distributions contemplated under the Company or any Fundamental Documents of its assets is bound or subjectthe Business Entities;
(fiii) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer none of the Company;
(h) any material mortgageBusiness Entities has incurred, pledgeassumed, transfer of a security interest in, guaranteed or lien, created by the Company, otherwise become liable or obligated with respect to any Funded Indebtedness or made any loan or advance to any Person;
(iv) none of its properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course Business Entities has incurred any Liens (other than Permitted Liens) upon any of business and do not materially impair the Company’s ownership or use of such property or their assets;
(iv) none of the Business Entities has sold, leased, transferred, assigned or otherwise disposed of any loans of their respective material non-cash assets, tangible or guarantees intangible, including by merger or consolidation, other than pursuant to any Material Contract;
(vi) none of the Business Entities has merged into or with, consolidated with, made by the Company to or for the benefit of its employeesany material investment in, officers or directorsany material loan to, or any members material acquisition of their immediate familiesthe business, securities or assets of, any other than travel advances Person (or series of related investments, loans, and other advances made in the ordinary course of acquisitions), including by merger or consolidation, except with respect to its businessSubsidiaries;
(jvii) other than with respect to any declarationroutine filing extensions in the Ordinary Course of Business, setting aside none of the Business Entities has failed to prepare and timely file any material Tax Returns required to be filed during such period or payment failed to timely withhold and remit any employment Taxes, made or changed any material Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any material Tax claim or assessment, surrendered any right to claim a Tax refund, offset or other distribution reduction in respect Tax Liability, or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment;
(viii) none of the Business Entities has changed the accounting methods, principles or practices utilized by the Business Entities, except as required by GAAP or applicable Law;
(ix) none of the Business Entities has adopted a plan or agreement of complete or partial liquidation, dissolution, merger, divisive merger, consolidation, restructuring, or otherwise effected a recapitalization or other material reorganization;
(x) none of the Business Entities has granted or paid any material increase in the compensation of any of its directors, officers, employees or individual independent contractors other than in the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition Ordinary Course of any of such stock by the CompanyBusiness;
(kxi) any sale, assignment or transfer of any intellectual property none of the Company;
Business Entities has commenced, settled or compromised any Proceeding for an amount in excess of one million dollars (l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or could reasonably be expected to result in a Material Adverse Effect$1,000,000); or
(nxii) none of the Business Entities has entered into any arrangement binding agreement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Royalty Pharma PLC)
Subsequent Events. Since September 30February 28, 20121998, there has not been:
(a) been any material adverse change in the business, assetsfinancial condition, liabilitiesoperations, financial condition results of operations or operating results prospects of the Company from or of any Company Subsidiary. Without limiting the generality of the foregoing, since that reflected in the Financial Statementsdate, except changes in as permitted by this Agreement or with the ordinary course written consent of business that have not caused the Buyer, neither the Company nor any Company Subsidiary has:
(i) sold, leased, transferred, or could not reasonably be expected to causeassigned any of its assets, in tangible or intangible outside the aggregate, a Material Adverse EffectOrdinary Course of Business;
(bii) entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) other than Ordinary Course of Business sales and purchase orders;
(iii) accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which the Company is a party or by which it is bound (and to the Knowledge of the Company and the Stockholders no other party has done so as a result of any default by the Company);
(iv) imposed or permitted any Security Interest upon any of its assets, tangible or intangible;
(v) made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 (when aggregated with all such capital expenditures of the Company and the Company Subsidiaries) or outside the Ordinary Course of Business;
(vi) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person;
(vii) issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
(viii) delayed or postponed the payment of accounts payable or other Liabilities outside of the Ordinary Course of Business;
(ix) canceled, compromised, waived, or released any material right or claim (or series of related rights and claims) outside the Ordinary Course of Business;
(x) granted any license or sublicense of any rights under or with respect to any Intellectual Property outside of the Ordinary Course of Business;
(xi) changed or authorized any change in the charter or bylaws of the Company or of any Company Subsidiary;
(xii) experienced any material damage, destruction destruction, or loss, whether or loss to its property not covered by insurance, that has had or would reasonably be expected to have a Material Adverse Effect;
(cxiii) made any waiver loan to, or compromise by the Company entered into any other transaction with, any of a valuable right or of a material debt owed to itits stockholders, directors, officers, and employees;
(dxiv) amended, modified or terminated any satisfaction Company Benefit Plan or discharge of adopted any lienarrangement that, claimif adopted, or encumbrance or payment of any obligation by the Company, would constitute a Company Benefit Plan (except in the ordinary course of businessas explicitly contemplated hereunder);
(exv) granted any material change to a material contract or agreement by which increase in the Company or base compensation of any of its assets is bound or subjectdirectors, officers, and employees;
(fxvi) adopted, amended, modified or terminated any material change in any compensation arrangement bonus, profit-sharing, incentive, option, severance, or agreement with any employeeother plan, officercontract, director or stockholder;
(g) any resignation or termination of employment commitment for the benefit of any officer of the Company;
its directors, officers, employees or consultants (h) or taken any material mortgage, pledge, transfer of a security interest in, or lien, created by the Company, such action with respect to any of its 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 assetsother employee benefit plan);
(ixvii) made any loans other change in employment terms for any of its directors, officers, key employees and consultants and, to the Knowledge of the Company, no officer, key employee or guarantees made by consultant has left or intends to leave the Company and no director, officer, key employee or consultant intends 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 engage in Competing Activities as defined in the ordinary course of its businessNoncompetition Agreement;
(jxviii) made or pledged to make any declaration, setting aside or payment charitable 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 Companycontribution;
(kxix) suffered or experienced any saleother occurrence, assignment or transfer of any intellectual property of the Company;
(l) receipt of notice that there has been a loss ofevent, incident, action, failure to act, or material order cancellation by, any major customer transaction outside the Ordinary Course of the Company;
(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that has had or Business which could reasonably be expected to cause or result in a Material Adverse EffectLosses;
(xx) declared or paid any dividend or other distribution, whether in cash or other property (except for any regular dividend paid in stock on the Company's preferred stock);
(xxi) violated any covenant contained in (S) 6 hereof; or
(nxxii) entered into any arrangement or commitment by the Company to do any of the things described in this Section 2.24foregoing.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Roper Industries Inc /De/)