Absence of Certain Developments. Except as contemplated by this Agreement and as contemplated by the Commission Documents, since February 28, 2002, through the date immediately preceding each Closing Date, the Company has not (a) issued any stock, options, bonds or other corporate securities other than as reflected in Section 6.2 hereof, (b) borrowed any amount or incurred or became subject to any Liabilities (absolute, accrued or contingent), other than current Liabilities incurred in the ordinary course of business and Liabilities under contracts entered into in the ordinary course of business, (c) discharged or satisfied any material Lien or adverse claim or paid any obligation or Liability (absolute, accrued or contingent), other than current Liabilities shown on the Balance Sheet and current Liabilities incurred in the ordinary course of business, (d) declared or made any payment or distribution of cash or other property to the stockholders of the Company or purchased or redeemed any securities of the Company, (e) mortgaged, pledged or subjected to any material Lien or adverse claim any of its properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, (f) sold, assigned or transferred any of its assets, tangible or intangible, except in the ordinary course of business or in an amount less than $250,000, (g) suffered any extraordinary losses or waived any rights of material value other than in the ordinary course of business, (h) made any capital expenditures or commitments therefore other than in the ordinary course of business or in an amount less than $250,000, (i) entered into any other transaction other than in the ordinary course of business in an amount less than $250,000 or entered into any material transaction, whether or not in the ordinary course of business, (j) made any charitable contributions or pledges, (k) suffered any damages, destruction or casualty loss, whether or not covered by insurance, affecting any of the properties or assets of the Company or any other properties or assets of the Company which could, individually or in the aggregate, have or result in a Material Adverse Effect, (l) made any material change in the nature or operations of the business of the Company, (m) participated in any transaction that would have a Material Adverse Effect or otherwise acted outside the ordinary course of business, (n) the Company has not increased the compensation of any of its officers or the rate of pay of a...
Absence of Certain Developments. Except as set forth in the Commission Documents or provided on Schedule 2.1(y) hereto, since June 30, 2005, neither the Company nor any Subsidiary has:
Absence of Certain Developments. Since December 31, 2022, the Company Entities have conducted their businesses in the ordinary course of business consistent with past practice, and there have not been any changes, events or occurrences that have resulted in, or would reasonably be expected to have, a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.15, since December 31, 2022: (a) no Company Entity has sold, assigned or transferred any material portion of any of its respective tangible assets or Intellectual Property rights, taken as a whole, in each case except in the ordinary course of business consistent with past practice; (b) no Company Entity has issued, sold or transferred any shares of stock of any Company Entity or any Subsidiary thereof, securities convertible into or exercisable or exchangeable for, or any other interest in, any shares of stock of any Company Entity or any Subsidiary thereof, warrants, options or other rights to acquire any shares of stock of any Company Entity or any Subsidiary thereof, or other bonds or debt securities; (c) there has been no split, combination or reclassification of any shares of the capital stock of any Company Entity; (d) no Company Entity has purchased or acquired or agreed to purchase or acquire (whether by merger, acquisition of shares of stock, equity interests or assets, or otherwise) any business or line of business; (e) there has been no declaration or payment of any dividends or distributions on or in respect of any capital stock of any Company Entity nor redemption, purchase or acquisition of any capital stock of any Company Entity; (f) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property or assets of any Company Entity having a replacement cost of more than $100,000 for any single or all such losses; (g) no Company Entity has adopted, amended or terminated any Plan or employee benefit arrangement (including any Plan or Contract relating to any Plan or employee benefit arrangement to which any Company Entity is or was a party), other than amendments required by Law; 38 (h) no Seller has entered into or terminated any employment, consulting or Independent Contractor Contract or collective bargaining agreement, or modified the terms of any existing such Contract or agreement, and no Seller has granted any material increase or decrease in the base compensation of any of its directors, officers or employees or ma...
Absence of Certain Developments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached "Developments Schedule," since the date of the Latest Balance Sheet, neither the Company nor any Subsidiary have
Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since December 31, 2008, neither the Company nor any Subsidiary has:
Absence of Certain Developments. Except as expressly ------------------------------- required by this Agreement or as set forth on Schedule 4.10, since the Balance Sheet Date:
Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 5.10, since the Balance Sheet Date (i) the Company has conducted its business only in the Ordinary Course of Business and (ii) there has not been any event, change, occurrence or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 5.10, since the Balance Sheet Date:
Absence of Certain Developments. (a) There has been no event, condition or state of facts of any character that has had or is reasonably likely to have a material adverse effect on the Corporation.
Absence of Certain Developments. Except as disclosed in the FGH Financial Statements or as otherwise contemplated by this Agreement, since the date of the FGH Latest Balance Sheet, FGH has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on FGH or the Surviving Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of FGH’s obligations pursuant to this Agreement, (iii) any material change by FGH in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of FGH or any redemption, purchase or other acquisition of any of FGH’s securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of FGH, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of FGH, (vi) other than issuances of options pursuant to duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by FGH, (vii) any amendment to the Certificate of Formation or Bylaws of FGH, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by FGH, (x) purchase, sale, assignment or transfer of any material assets by FGH, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of FGH, except for liens for taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on FGH or the Surviving Company, or (z) cancellation, compromise, release or waiver by FGH of any rights of material value or any material debts or claims, (ix) any incurrence by FGH of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or ...
Absence of Certain Developments. From the date of the Latest Balance Sheet to the date hereof, there has not been any Material Adverse Effect. Except as set forth on the Developments Schedule or except as expressly contemplated by this Agreement, from the date of the Latest Balance Sheet to the date hereof, neither the Company nor its Subsidiaries has:
