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. From the Balance Sheet Date (as defined in Section 12.15(a)) through the date of this Agreement, the Company has conducted its business in the ordinary course and there has not been: (i) a Company Material Adverse Effect, (ii) any material asset or property of the Company or any Subsidiary made subject to an Encumbrance of any kind, (iii) any waiver of any material right of the Company or any Subsidiary, or the cancellation, payment or discharge of any material debt or claim held by the Company or any Subsidiary, or the incurrence, guarantee, assumption or creation of any Indebtedness (as defined in Section 12.15(a)) by the Company or any Subsidiary, resulting in aggregate Indebtedness of the Company and its Subsidiaries, in excess of $250,000, (iv) any mortgage, pledge, sale, lease, license, assignment or transfer of any material tangible or intangible assets of the Company or any Subsidiary, except in the ordinary course of business, (v) any loan by the Company to, or any loan to the Company from any officer, director, employee or stockholder of the Company, or any agreement or commitment therefor except for travel advances not in excess of (x) $30,000, in the case of the Chief Executive Officer of the Company, and (y) $15,000, in the case of all others, (vi) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, property or business of the Company or any Subsidiary, (vii) any material change in the accounting methods or practices followed by the Company, except to conform to changes in GAAP (as defined in Section 4.18), (viii) any purchase by the Company or any Subsidiary of assets, other than in the ordinary course of business, or capital stock of another Person or any agreement by the Company or any Subsidiary to merge or consolidate with another Person, (ix) any grant by the Company or any Subsidiary of licenses or sublicenses of, or material modification of, any rights under or with respect to any Intellectual Property (as defined in Section 4.11(a)), or any settlement regarding any infringement, misappropriation or alleged infringement or misappropriation of rights in any Intellectual Property, (x) any issuance, sale or other disposition or authorization thereof by the Company or any Subsidiary of any of its capital stock or other securities, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exercise or exchange) any of its capital stock ...
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 December 31, 2004 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. Since October 31, 2012, (i) the Company has not entered into any transaction which was not in the ordinary course of business, including any sale, assignment or transfer of any intellectual property, proprietary information or material assets of the Company, any sale, assignment, transfer, abandonment or loss of any intellectual property, proprietary information or material assets of the Company, any patents, trademarks, copyrights, trade secrets, or other intangible assets of the Company; (ii) there has been no materially adverse change in the condition (financial or otherwise), business, property, assets or liabilities of the Company other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has been no change 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; (iv) 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; (v) the Company has not increased the compensation of any of its officers, or the rate of pay of its employees as a group, except as part of regular compensation increases in the ordinary course of business; (vi) 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; (vii) there has been no labor dispute involving the Company or its employees and none is pending or, to the best of the Company’s knowledge, threatened; (viii) 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; (ix) 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; (x) there has been no other event or condition of any character that might materially and adversely affect the business, properties, prospects, or financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (xi) there have been n...
