Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been:
Absence of Changes. Except as set forth in Part 2.5 of the Disclosure Schedule, since December 31, 1999:
Absence of Changes. Since the Balance Sheet Date, the Company has conducted its operations in the ordinary course of business and, except as set forth on SCHEDULE 2.19, there has not been:
Absence of Changes. Since the Pubco Accounting Date, except as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not:
Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been:
Absence of Changes. Except as disclosed in Section 2.09 of the Disclosure Schedule, or in the ordinary course of business, there has not occurred between the Audited Financial Statement Date and the date hereof: any declaration, setting aside or payment of any dividend or other distribution in respect of any capital shares of the Company , or any direct redemption, purchase or other acquisition by the Company of any such capital shares of the Company ; any issuance, sale or other disposition by the Company of any capital shares of the Company, or any modification or amendment of any right of any holder of any outstanding capital shares of the Company ; (i) incurrences by the Company of any Indebtedness exceeding US$ 100,000, or (ii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of the Company under, any Indebtedness of or owing to the Company ; any material change in (i) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy of the Company , (ii) any method of calculating any bad debt, contingency or other reserve of the Company for accounting, financial reporting or Tax purposes or (iii) the fiscal year of the Company; any incurrence of a Lien (other than a Permitted Lien) on, any Assets and Properties of the Company; any (i) amendment of the memorandum and articles of association (or other comparable corporate charter documents) of the Company , (ii) reorganization, liquidation or dissolution of the Company or (iii) Business Combination involving the Company and any other Person; any , amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to (i) any Contract or (ii) any material License held by the Company; any commencement or termination by the Company of any line of business; any transaction by the Company with the Seller, or any officer, director, Affiliate or Associate of the Seller which is: (i) outside the ordinary course of business consistent with past practice, and (ii) other than on an arm's-length basis; or any entering into of an agreement to do or engage in any of the foregoing after the date hereof.
Absence of Changes. 19 5.25 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY............................20 5.26
Absence of Changes. Except as set forth in Part 2.5 of the Company Disclosure Schedule, between March 31, 2007 and the date of this Agreement:
Absence of Changes. Since the Balance Sheet Date and except as provided in Schedule 3.10 there has not been: (a) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.
Absence of Changes. Except as disclosed in the SEC Reports, since ------------------ December 31, 1999: (a) the Company has not entered into any transaction which was not in the ordinary course of business; (b) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (c) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (d) there has not been any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (e) there has been no resignation or termination of employment of any key officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (f) there has been no labor organization activity or labor dispute involving the Company or its employees and no labor dispute is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any change, except in the ordinary course of business, in the contingent obligations of the Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (h) there have not been any loans made by the Company to any of its employees, officers or directors other than travel advances and office advances made in the ordinary course of business; (i) there has not been any waiver by the Company of a valuable right or of a material debt owed to it; and (j) there has not been any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) there has not been any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted); (l) the Company has not received notice that there has been a loss of, or material order cancellation by, any major customer or supplier of the Company; (m) there has been no mortgage, pledge, transfer of a security interest ...
