Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Schedule, since the date of the Unaudited Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (h) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (j) material change in the accounting methods used by the Company; or (k) agreement, whether oral or written, by the Company to do any of the foregoing.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Titan Energy Worldwide, Inc.), Stock Purchase Agreement (Broadwind Energy, Inc.), Stock Purchase Agreement (Tower Tech Holdings Inc.)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 Part 3.1(q) of the Disclosure Schedule, since the date of the Unaudited Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: any (a) event that has had a Material Adverse Effect; (bi) change in the Company’s 's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible convertible, into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (cii) amendment to the Organizational Documents of the Company; , (diii) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (eiv) adoption of, or increase in the payments to or benefits under, any profit profit-sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (fv) damage to or destruction or loss of any asset or property of the Company, or the Real Estate, whether or not covered by insurance; (gvi) entry into, termination of, or receipt of notice of termination of (iA) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (iiB) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold AmountTen Thousand Dollars ($10,000); (hvii) sale (other than sales of Inventory inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or the Real Estate, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyCompany or the Real Estate, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (iviii) cancellation or waiver of any claims or rights, including but not limited to claims or rights of the Sellers or the Company with a value respect to the Company in excess of the Threshold AmountReal Estate; (jix) material change in the accounting methods used by the Company; or (kx) agreement, whether oral or written, by the Sellers or the Company to do any of the foregoing; except, however, for the Letter of Intent referred to in Section 9.8 hereof and this Agreement.
Appears in 1 contract
Samples: Stock and Real Estate Purchase Agreement (American Locker Group Inc)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 Schedule 3.16 of the Disclosure ScheduleSchedules, since the date of the Unaudited Balance SheetDecember 31, 2006, the Company has conducted its business only in the Ordinary Course of Business Business, the Company has not suffered any Material Adverse Effect, and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount$10,000; (h) sale (other than sales of Inventory inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount$10,000; (j) material change in the accounting methods used by the Company; or (k) agreement, whether oral or written, by the Company to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Schedule, since Since the date of the Unaudited Balance Sheet, the Company has Companies have conducted its business their respective businesses only in the Ordinary Course of Business and except as set forth on Exhibit 3.20, there has not been any: (a) event that has had a Material Adverse Effect; (bi) change in the Company’s authorized or issued capital stockownership interests of any of the Companies; grant of any stock option or right to purchase shares ownership interests of capital stock any of the CompanyCompanies; issuance of any security convertible into such capital stockownership interest; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any of the Company Companies of any shares of any such capital stockownership interests or other securities; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockto its shareholders, members, or partners; (cii) amendment to the Organizational Documents of any of the CompanyCompanies; (diii) payment or increase by any of the Company Companies of any bonuses, salaries, salaries or other compensation to any stockholder, partner, member, manager, director, officer, officer or employee (except in the Ordinary Course of Business) employee or entry into any employment, severance, severance or similar Contract with any stockholder, member, manager, director, officer, officer or employee; (eiv) adoption of, or increase in payment on account of the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, LP Interests by way of dividends or other employee benefit plan for distributions of cash or with any employees other assets of the CompanyPartnership; (fv) damage to or destruction or loss of any asset or property of any of the CompanyCompanies, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition or prospects of the Companies taken as a whole; (gvi) other than in the Ordinary Course of Business, entry into, termination of, of or receipt of notice of termination of (i1) any license, distributorship, dealer, sales representative, joint venture, creditmanagement, development, credit or similar agreement; (2) any Management, Development, Construction or Leasing Agreement; or (ii3) any Contract or transaction involving a total remaining commitment by or to any of the Company Companies of at least the Threshold AmountTwenty-Five Thousand and no/100 Dollars ($25,000.00); (hvii) sale (other than sales of Inventory in the Ordinary Course of Business)purchase, leasesale, lease or other disposition of any asset or property of any of the Company Companies or mortgage, pledge, pledge or imposition of any lien or other encumbrance on any material asset or property of any of the CompanyCompanies involving Twenty-Five Thousand and no/100 Dollars ($25,000.00) or more, including the sale, lease, lease or other disposition of any of the Intellectual Property Assetsassets; (iviii) cancellation or waiver of any claims or rights with a value to any of the Company Companies in excess of the Threshold AmountTwenty-Five Thousand and no/100 Dollars ($25,000.00); (jix) material change in the tax elections or accounting methods used by any of the CompanyCompanies; or (kx) agreement, whether oral or written, by any of the Company Companies to do any of the foregoing; (xi) any borrowings, other than trade payables incurred in the Ordinary Course of Business; (xii) any change in existing credit arrangements with any bank or other institution; (xiii) any loan or advance made to any officer, director, consultant, agent, employee or shareholder, or Related Person of any of the foregoing; or (xiv) any Material transactions outside the Ordinary Course of Business.
Appears in 1 contract
Samples: Purchase Agreement (St Joe Co)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Scheduleon Schedule 3.16 hereto or as otherwise contemplated by this Agreement, since the date of the Unaudited Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; any incurrence, satisfaction or discharge of any liabilities or any Encumbrance on any asset or property of any Seller Group Company other than in the ordinary course of business, (b) any waiver or compromise of any material right of any Seller Group Company, or the cancellation of any material debt or material claim held by any Seller Group Company, (c) any mortgage, pledge, sale, assignment, lease, license or transfer of any tangible or intangible assets of any Seller Group Company other than in the ordinary course of business, (d) any material damage, destruction or loss (whether or not covered by insurance) affecting the assets, properties or business of any Seller Group Company, (e) any increase, direct or indirect, in the compensation (including salary, bonus, insurance or pension benefits) paid or payable to or for the benefit of any officer, employee or consultant of any Seller Group Company other than in the ordinary course of business, (f) any termination, notice of termination or material default in the performance of any Applicable Contract, (g) any change in accounting methods or practices of any Seller Group Company, (h) any failure by any Seller Group Company to satisfy any material debts, obligations or liabilities related to the business, assets or properties of such Seller Group Company as the same become due and owing, (i) any change in the Company’s authorized or issued capital stock; membership interests or other equity interests of any Seller Group Company, or any issuance or grant of any stock right or option or right to purchase shares of capital stock of the Company; issuance or otherwise acquire any equity interests of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Seller Group Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (ej) adoption of, amendment to or increase in the payments to or benefits under, under any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (h) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (j) material change in the accounting methods used by the CompanyEmployee Benefit Plan; or (k) agreement, whether oral any arrangement or written, commitment by the Company Seller Group Companies to do any of the foregoing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Schnitzer Steel Industries Inc)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 Part 3.15 of the Disclosure ScheduleLetter since March 31, since the date of the Unaudited Balance Sheet1999, the Company has conducted its business businesses only in the Ordinary Course of Business and there has not been anyoccurred: (a) event that has had a Material Adverse Effectthe entering into of any Contract, commitment or transaction or the incurrence of any material liabilities outside of the Ordinary Course of Business; (b) change the entering into of any Contract in connection with any transaction involving a business combination; (c) the alteration, or entering into of any Contract or other commitment to alter, its interest in any corporation, association, joint venture, partnership or business entity in which the Company or any of its Subsidiaries directly or indirectly holds any interest on the date hereof; (d) the entering into of any strategic alliance, joint development or joint marketing Contract other than joint marketing efforts in the Company’s authorized Ordinary Course of Business; (e) any material amendment or issued capital stockother modification (or agreement to do so), except for routine amendments or modifications made in the Ordinary Course of Business, or material violation of the terms of, any of the Contracts set forth or described in the Disclosure Letter; grant (f) the entering into of any stock option transaction with any officer, director, shareholder, or right to purchase shares of capital stock Affiliate of the Company, other than pursuant to any Contract in effect on March 31, 1999 and disclosed to Parent pursuant to Part 3.16 of the Disclosure Letter or other than pursuant to any contract of employment and listed pursuant to Part 3.12 of the Disclosure Letter; issuance (g) the entering into or amendment of any security convertible into such capital stock; grant Contract pursuant to which any other Person is granted manufacturing, marketing, distribution, licensing or similar rights of any registration rights; purchase, redemption, retirement, type or scope with respect to any products of the Company or Company Intellectual Property other acquisition than as contemplated by the Contracts or Licenses of the Company of any shares of any such capital stockand its Subsidiaries disclosed in the Disclosure Letter; or declaration (h) the declaration, setting aside or payment of any dividend dividends on or making of any other distribution distributions (whether in cash, stock or payment property) in respect of shares any Company Common Shares or Equity Equivalents, or any split, combination or reclassification of capital stockany Company Common Shares or Equity Equivalents or issuance or authorization of the issuance of any other securities in respect of, in lieu of or in substitution for Company Common Shares or Equity Equivalents, or the repurchase, redemption or other acquisition, directly or indirectly, of any Company Common Shares or Equity Equivalents by the Company except for repurchases of Company Shares upon termination of employment; (ci) except for (i) the issuance of Company Shares upon exercise or conversion of then-outstanding Company Options or (ii) the issuance of options available for grant under the Company's Option Plans in the Ordinary Course of Business to eligible participants under the Company Option Plans consistent with past practice, the issuance, grant, delivery, sale or authorization of or proposal to issue, grant, deliver or sell, or purchase or proposal to purchase, any Company Shares, Equity Equivalents or modification or amendment of the rights of any holder of any outstanding Company Shares or Equity Equivalents (including to reduce or alter the consideration to be paid to the Company upon the exercise of any outstanding Company Options or other Equity Equivalents), nor have there been any agreements, arrangements, plans or understandings with respect to any such modification or amendment; (j) any amendments to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonusesof its Subsidiaries; (k) any transfer (by way of a license or otherwise) to any Person of rights to any Company Intellectual Property other than non-exclusive transfers to the Company's customers, salaries, distributors or other compensation to any stockholder, director, officer, or (except licensees in the Ordinary Course of Business) employee ; any disposition or entry into any employmentsale of, severancewaiver of rights to, license or similar Contract with any director, officer, or employee; (e) adoption lease of, or increase incurrence of any material lien on, any material assets and properties (other than Company Intellectual Property) of the Company and its Subsidiaries, other than dispositions of inventory, or licenses of products to Persons in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees Ordinary Course of Business of the Company; (fl) damage to the write-off or destruction write-down or loss making of any asset determination to write off or property write-down, or revalue, any of the assets and properties of the Company, whether or not covered by insurancechange in any reserves or liabilities associated therewith, individually or in the aggregate in an amount exceeding $25,000; (gm) entry intothe failure to pay or otherwise satisfy material liabilities of the Company or its Subsidiaries when due, except such as are being contested in good faith; (n) the incurrence of any indebtedness or guarantee of any such indebtedness in an aggregate amount exceeding $25,000 or issuance or sale of any debt securities of the Company or any of its Subsidiaries or guarantee of any debt securities of others; (o) the grant of any severance or termination ofpay to any director, officer employee or receipt consultant, except payments made as required by Law or pursuant to written Contracts outstanding on the date hereof, the terms of notice which are disclosed in the Disclosure Schedule; (p) an increase in salary, rate of termination commissions, rate of consulting fees or any other compensation of any current officer, director, shareholder, employee, independent contractor or consultant of the Company or any of its Subsidiaries; (q) the establishment or modification of (i) any licensetargets, distributorshipgoals, dealer, sales representative, joint venture, credit, pools or similar agreementprovisions under any plan, employment Contract or other employee compensation arrangement or independent contractor Contract or other compensation arrangement or (ii) salary ranges, increased guidelines or similar provisions in respect of any plan, employment Contract or transaction involving a total remaining commitment by other employee compensation arrangement or to the Company of at least the Threshold Amountindependent contractor Contract or other compensation arrangement; (hr) sale the adoption, entering into, amendment, modification or termination (other than sales partial or complete) of Inventory any Company Employee Plan; (s) the payment of any discretionary or stay bonus; (t) the making or changing of any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, the Ordinary Course entering into of Business)any tax allocation agreement, leasetax sharing agreement, tax indemnity agreement or closing agreement, settlement or compromise of any claim or assessment in respect of Taxes, or other disposition of consent to any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation extension or waiver of the limitation period applicable to any claims claim or rights assessment in respect of Taxes with a value to the Company in excess of the Threshold Amountany Taxing Authority or otherwise; (ju) material the making of any change in the accounting methods used by the Company; policies, principles, methods, practices or (k) agreement, whether oral or written, by procedures of the Company (including without limitation for bad debts, contingent liabilities or otherwise, respecting capitalization or expense of research and development expenditures, depreciation or amortization rates or timing of recognition of income and expense); (v) any failure to pay or otherwise satisfy any obligations to procure, maintain, renew, extend or enforce any material Company Intellectual Property, including, but not limited to, submission of required documents or fees during the prosecution of patent, trademark or other applications for registered Intellectual Property rights; and (w) any entering into any agreement to do any of the foregoing.. 3.16
Appears in 1 contract
Samples: Agreement (Rational Software Corp)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Sellers’ Disclosure Schedule, since the date of the Unaudited Reviewed Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business in all material respects and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock other than distributions to Sellers to enable Sellers to pay all Tax due with respect to the income of the Company; (c) amendment to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the CompanyCompany other than pursuant to the terms of such plan; (f) damage to or destruction or loss of any asset or property of the CompanyCompany in excess of the Threshold Amount, whether or not covered by insurance; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (h) sale (other than sales of Inventory in the Ordinary Course of Business and disposal of obsolete, damaged or defective Inventory or other assets in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (j) material change in the accounting methods used by the Company; or (k) agreement, whether oral or written, by the Company to do any of the foregoing.
Appears in 1 contract
Samples: Stock Purchase Agreement (Tower Tech Holdings Inc.)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 Part 5.10 of the Concierge Disclosure ScheduleLetter, since the date of the Unaudited Concierge Balance Sheet, the Company has Concierge and its Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the CompanyConcierge’s or any Subsidiary’s authorized or issued capital stockstock or other equity securities; grant of any stock option or right to purchase shares of capital stock or other equity securities of the CompanyConcierge or any Subsidiary; issuance of any security convertible into such capital stockstock or other equity securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Concierge or any Subsidiary of any shares of any such capital stockstock or other equity securities; or or, except in the Ordinary Course of Business, declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock or other equity securities; (cb) amendment to the Organizational Documents of the CompanyConcierge or any Subsidiary; (dc) except in the Ordinary Course of Business, payment or increase by the Company Concierge or any Subsidiary of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (ed) adoption of, or (except in the Ordinary Course of Business) increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the CompanyConcierge or any Subsidiary; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (he) sale (other than sales of Inventory inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company Concierge or any Subsidiary or mortgage, pledge, or imposition of any lien or other encumbrance Lien on any material asset or property of the Company, including the sale, lease, Concierge or other disposition of any of the Intellectual Property AssetsSubsidiary; 30 (if) cancellation or waiver of any claims or rights with a value to the Company Concierge or any Subsidiary in excess of the Threshold Amount$50,000; (jg) material change in the accounting methods used by the CompanyConcierge or any Subsidiary; or (kh) agreement, whether oral or written, by the Company Concierge or any Subsidiary to do any of the foregoing.. 5.11
Appears in 1 contract
Samples: HTM Stock Purchase Agreement
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure ScheduleSchedule 3.19, since the date of the Unaudited Balance Sheet, the Company Seller has conducted its business the Business only in the Ordinary Course of Business ordinary course, consistent with past practice, and there has not been any: (a) event that has had a Material Adverse EffectIssuance, sale, or entry into any agreements or commitments to issue or sell any equity securities or securities convertible into or exchangeable for equity; (b) change in amendment to the Company’s authorized or issued capital stock; grant Governing Documents of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockSeller; (c) amendment to (i) increase (whether in cash, equity or property) in the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, base salary or other compensation payable by Seller to any stockholderof its officers, directordirectors or Current Employees (other than such increases to Current Employees of less than $5,000), officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (eii) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit plan or (iii) declaration, payment or commitment or obligation of any kind by Seller for any severance or with termination payment or any employees bonus, profit sharing, deferred compensation or other additional salary or compensation to any such person, other than pursuant to the terms of the Companyany existing written agreement, policy or plan of Seller; (fd) damage to or destruction or loss of any asset or property of the CompanySeller, whether or not covered by insurance; (ge) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement; (f) entry into, termination of, or (ii) receipt of notice of termination of any Contract or transaction involving a total remaining commitment by or to other than in the Company ordinary course of at least the Threshold Amountbusiness consistent with past practice; (hg) sale (other than sales of Inventory in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice), lease, lease or other disposition of, or mortgage, pledge or imposition of any Encumbrance on, any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanySeller, including the sale, lease, or other disposition of any of the Intellectual Property AssetsRights; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (jh) material change in the accounting methods used by the CompanySeller; (i) commencement, settlement or agreement to settle any litigation or Proceeding; or (kj) agreement, whether oral agreement or written, commitment by the Company Seller to do any of the foregoing.. 3.20
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Schedule, since Since the date of the Unaudited ------------------------------------- Closing Date Balance Sheet, Sheet the Company has and the Subsidiaries have conducted its business their respective businesses only in the Ordinary Course of Business and except as set forth on Exhibit 3.20, there has not been any: (a) event that has had a Material Adverse Effect; (bi) change in the Company’s 's or the Subsidiaries' authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the CompanyCompany or any Subsidiary; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company or any Subsidiary of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect on any of its shares of capital stock; (cii) amendment to the Organizational Documents of the CompanyCompany or any Subsidiary; (diii) payment or increase by the Company or any Subsidiary of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, officer or employee (except in the Ordinary Course of Business) employee or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employee; (eiv) adoption of, or increase in payment on account of the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, Shares by way of dividends or other employee benefit plan for distributions of cash or with any employees other assets of the Company; (fv) damage to or destruction or loss of any asset or property of the CompanyCompany or the Subsidiaries, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition or prospects of the Company and the Subsidiaries taken as a whole; (gvi) other than in the Ordinary Course of Business, entry into, termination of, of or receipt of notice of termination of (i1) any license, distributorship, dealer, sales representative, joint venture, creditmanagement, development, credit or similar agreement; (2) any Management, Development or Leasing Agreement; or (ii3) any Contract or transaction involving a total remaining commitment by or to the Company or any Subsidiary of at least the Threshold AmountFifty Thousand and no/100 Dollars ($50,000.00); (hvii) sale (other than sales of Inventory in the Ordinary Course of Business), leasepurchase, sale, lease or other disposition of any asset or property of the Company or any Subsidiary or mortgage, pledge, pledge or imposition of any lien or other encumbrance on any material asset or property of the CompanyCompany or the Subsidiaries involving Fifty Thousand and no/100 Dollars ($50,000.00) or more, including the sale, lease, lease or other disposition of any of the Intellectual Property Assetsassets; (iviii) cancellation or waiver of any claims or rights with a value to the Company or any Subsidiary in excess of the Threshold AmountTen Thousand and no/100 Dollars ($10,000.00); (jix) material change in the tax elections or accounting methods used by the CompanyCompany or any Subsidiary; or (kx) agreement, whether oral or written, by the Company or any Subsidiary to do any of the foregoingforegoing outside the Ordinary Course of Business; (xi) any borrowings, other than trade payables incurred in the Ordinary Course of Business; (xii) any change in existing credit arrangements with any bank or other institution; (xiii) any material loan or advance made to any officer, director, consultant, agent, employee or shareholder, or Related Person of any of the foregoing outside of the Ordinary Course of Business; or (xiv) any material transactions outside the Ordinary Course of Business.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure ScheduleSchedule 2.28, since the date of the Unaudited Balance SheetDecember 31, the Company 2004, JJI and each of its Subsidiaries has conducted its business each of their businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) event that has had a Material Adverse Effect; (bi) change in the Company’s authorized ownership of JJI or issued capital stock; grant any of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockits Subsidiaries; (cii) amendment to the Organizational Documents organizational documents of the CompanyJJI or any of its Subsidiaries; (diii) payment or increase (or the adoption of a plan to make any payment or increase) by the Company JJI or any of its Subsidiaries of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract Contractual Obligation with any director, officer, or employee; (eiv) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan Plan for or with any employees of the CompanyJJI or any of its Subsidiaries; (fv) damage to or destruction or loss of any material asset or property of the CompanyJJI or any of its Subsidiaries, whether or not covered by insurance; (gvi) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (hvii) sale (other than sales of Inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of the Company JJI or any of its Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance encumbrance, other than Permitted Encumbrances, on any material asset or property of the CompanyJJI or any of its Subsidiaries, including the sale, lease, or other disposition of any of the Intellectual Property AssetsProperty; (iviii) cancellation or waiver of any claims or rights with a value to the Company JJI or any of its Subsidiaries in excess of $100,000 in the Threshold Amountaggregate; (jix) material change in the accounting methods used by JJI or any of its Subsidiaries; (x) issue or sale of any of its capital stock (except for the Company; issuance of shares of JJI Common Stock in connection with the exercise in accordance with the terms of any Option or Warrant outstanding on the date of this Agreement and identified in Schedule 2.1.2), (xi) issue, sale or grant of any securities or rights convertible into, or options with respect to, warrants to purchase or rights to subscribe for, any of its capital stock, (xii) any recapitalization, reclassification, stock dividend, stock split or like change in its capitalization, or (kxiii) agreement, whether oral or written, by the Company JJI or any of its Subsidiaries to do any of the foregoing. Except as set forth in Schedule 2.28, since the date of December 31, 2005, there has not been any entry into, termination of, or receipt of notice of termination of any Contractual Obligation or transaction involving a total remaining commitment by or to JJI or its Subsidiaries of at least $100,000.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Sellers’ Disclosure Schedule, since the date of the Unaudited Balance SheetDecember 31, 2006, the Company has conducted its business only in the Ordinary Course of Business in all material respects and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stockmembership interests; grant of any stock option or right to purchase shares of capital stock membership interests of the Company; issuance of any security convertible into such capital stockmembership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockmembership interests; or declaration or payment of any dividend or other distribution or payment in respect of shares membership interests other than distributions to Sellers to enable Sellers to pay all Tax due with respect to the income of capital stockthe Company; (c) amendment to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholdermember, manager, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any manager, director, officer, or employee; (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the CompanyCompany other than pursuant to the terms of such plan; (f) damage to or destruction or loss of any asset or property of the CompanyCompany in excess of the Threshold Amount, whether or not covered by insurance; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (h) sale (other than sales of Inventory in the Ordinary Course of Business and disposal of obsolete, damaged or defective Inventory or other assets in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (j) material change in the accounting methods used by the Company; or (k) agreement, whether oral or written, by the Company to do any of the foregoing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tower Tech Holdings Inc.)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 Part 3.16 of the Disclosure ScheduleLetter, since the date of the Unaudited Balance SheetJanuary 1, 2001, the Company has conducted its business businesses only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s 's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employeeemployee (except in the Ordinary Course of Business); (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company, taken as a whole; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount$10,000.00; (h) sale (other than sales of Inventory inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount$10,000.00; (j) material change in the accounting methods used by the Company; or (k) agreement, whether oral or written, by the Company to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Scheduleon Schedule 4.24, since the date of the Unaudited Balance Sheet, the Company has Borrowers have conducted its business their businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s any Borrower's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Companyany Borrower; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company any Borrower of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (cb) amendment to the Organizational Documents Articles of the CompanyIncorporation or Bylaws of any Borrower; (dc) payment or increase by the Company any Borrower of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract contract with any director, officer, or employee; (ed) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Companyany Borrower; (fe) damage to or destruction or loss of any asset or property of the Companyany Borrower, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Borrower, taken as a whole; (gf) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (hg) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company any Borrower or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property AssetsBorrower; (ih) cancellation or waiver of any claims or rights with a value to the Company any Borrower in excess of the Threshold Amount$100,000; (ji) material change in the accounting methods used by the Companyany Borrower; or (kj) agreement, whether oral or written, by the Company any Borrower to do any of the foregoing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Shells Seafood Restaurants Inc)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure ScheduleSince December 31, since the date of the Unaudited Balance Sheet1998, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stock; grant of been, with respect to any stock option or right to purchase shares of capital stock of the Company; issuance of Companies, (i) any security convertible into such capital stock; grant of any registration rights; purchasedamage, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (f) damage to or destruction or loss of any asset or property of the Company, (whether or not covered by insurance) with respect to any assets or properties; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract entry into any commitment or transaction involving a total remaining commitment (including, without limitation, any borrowing or capital expenditure) other than commitments and/or transactions (A) described in SCHEDULE 3.8, (B) entered into in the ordinary course of business in an amount not to exceed $10,000 in the aggregate or (C) as contemplated by or to the Company of at least the Threshold Amountthis Agreement; (hiii) any transfer, assignment or sale (of, or rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, copyrights or other assets other than sales of Inventory those transferred, assigned, sold or granted in the Ordinary Course ordinary course of Business), lease, or other disposition of business and consistent with past practice; (iv) any asset or property of the Company or mortgage, pledge, security interest or imposition of any lien or other encumbrance on any material asset assets or property properties except in the ordinary course of business; any payment of any Liabilities of any kind other than Liabilities currently due; any cancellation of any debts or claims or forgiveness of amounts owed to either of the CompanyCompanies; (v) any change in accounting principles or methods (except insofar as may have been required by a change in U.S. GAAP); (vi) any change in any Connecticut state or local law, including rule or regulation applicable to or binding upon the sale, lease, or other disposition business of any either of the Intellectual Property AssetsCompanies; (iviii) cancellation any dividend or waiver of any claims or rights with a value distribution to the Company Shareholders other than as disclosed in excess SCHEDULE 3.8; or (ix) any increase in the compensation payable to any Shareholder or any executive employee of the Threshold Amount; (j) Companies . Since December 31, 1998, each of DeVivo and Eco has conducted xxx xusiness only in the ordinary course and in a manner consistent with past practice and has not made any material change in the accounting methods used by the Company; conduct of its business or (k) agreementoperations except, whether oral or written, by the Company to do any of the foregoingother than as disclosed in SCHEDULE 3.8.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hi Rise Recycling Systems Inc)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Schedule, since Since the date of the Unaudited Balance Sheet, the Company ASIX has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s ASIX's authorized or issued capital stockequity; grant of any stock option or right to purchase shares of capital the stock of the CompanyASIX; issuance of any security convertible into such capital stockequity; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company ASIX of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock except as set forth on Schedule 2.19; (cb) amendment to the Organizational Documents organizational documents of the CompanyASIX; (dc) payment or increase by the Company ASIX of any bonuses, salaries, or other compensation to any stockholder, officer or director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract agreement with any director, officer, director or employeeemployee except as set forth on Schedule 2.19; (ed) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of ASIX; (e) dividend or other 11 distribution other than the Companypayment of dividends or distributions as set forth on Schedule 2.19; (f) damage to or destruction or loss of any asset or property of the CompanyASIX, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of ASIX, taken as a whole; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract agreement or transaction involving a total remaining commitment by or to the Company ASIX of at least the Threshold Amount$10,000; (h) sale (other than sales of Inventory in capital expenditure for the Ordinary Course of Business)purchase, sale, lease, or other disposition of any asset or property of the Company ASIX or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyASIX, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company ASIX in excess of the Threshold Amount$10,000; (j) material change in the accounting methods used by the CompanyASIX; (k) revocation or amendment of any Tax election, execution of any waiver of restriction on assessment or collection of any Tax, or entry into or amend any agreement or settlement with any Tax authority; or (kl) agreement, whether oral or written, agreement by the Company ASIX to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of Since the Disclosure ScheduleBalance Sheet Date, since the date of the Unaudited Balance Sheet, the Company each Seller has conducted its business only in the Ordinary Course of Business Business, except as expressly required by the terms of any Transaction Document, and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Companyany Seller’s authorized membership interest, financial rights, or governance rights or issued capital stock; , grant of any stock option or right to purchase shares of capital stock or any membership interest, financial rights, or governance rights of the Company; any Seller or issuance of any security convertible into any such capital stockinterest or right; grant (b) amendment to the Governing Documents of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockSeller; (c) amendment to payment (except in the Organizational Documents Ordinary Course of the Company; (dBusiness) payment or increase by the Company any Seller of any bonuses, salaries, or other compensation to any stockholdershareholder, director, member, manager, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, member, manager, officer, or employee; (ed) adoption of, amendment to or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the CompanyEmployee Benefit Plan; (fe) damage to or destruction or loss of any asset or property of the CompanyAcquired Asset, whether or not covered by insurance; (gf) entry into, termination of, of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company any Seller of at least the Threshold Amount$10,000; (hg) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of Acquired Asset (including the Intellectual Property Assets) or the creation of any Encumbrance on any Acquired Asset; (h) written indication by any insurance broker, insurance agent, program administrator, Carrier, Client, or other Third Party with a material business relationship with any Seller of an intention to discontinue or change the terms of its relationship with any Seller, which discontinuance or change could reasonably be expected to cause a Material Adverse Change to any Seller or the Insurance Business; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (j) material change in the accounting methods used by the Companyany Seller; or (kj) agreement, whether oral or written, Contract by the Company any Seller to do any of the foregoing.. Section 3.6
Appears in 1 contract
Samples: Asset Purchase Agreement
Absence of Certain Changes and Events. Except as set forth in Section Schedule 4.17 of the Company Disclosure Schedule, since the date of the Unaudited Balance SheetSheet Date, the Company has conducted its business only in the Ordinary Course of Business, has incurred no Liabilities other than in the Ordinary Course of Business and there has not been any: (a) event that or circumstances that, to the Sellers’ knowledge, has had resulted, or may result in, a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Company; (d) discharge or satisfaction of any material Encumbrance or payment of any material obligation or Liability of the Company, other than current Liabilities paid in the Ordinary Course of Business, or cancelled, compromised, waived or released any material right or material claim of the Company; (e) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (ef) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (fg) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance; (gh) entry into, termination of, or receipt of notice of termination of, or waiver or abandonment by the Company of (i) any rights under, any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least equal to or greater than the Threshold Amount; (hi) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Company Intellectual Property AssetsProperty; (ij) cancellation or waiver of any claims or rights with a value to the Company equal to or in excess of the Threshold Amount; (jk) material change in the accounting methods used by the Company; (l) commenced any litigation or binding dispute resolution process or settled or compromised any pending or threatened suit, action or claim the settlement or compromise of which would require the payment by the Company of amounts in excess of $50,000 or involves any equitable relief; or (km) agreement, whether oral or written, by either of the Sellers or the Company to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of Since the Disclosure ScheduleOwnership Date, since the date of the Unaudited Balance Sheet, the Company each Acquired Companies has conducted its business only respective Business in the Ordinary Course of Business and in all material respects and, except as expressly contemplated by this Agreement or any other Transaction Document, there has not been been, with respect to any Acquired Company, any: (a) event that has had a Material Adverse Effect; (b) change in amendment of the Company’s authorized organizational documents; (c) split, division, combination or issued reclassification of any capital stock; , shares or other equity securities, or any issuance, sale or other disposition of or grant of any stock option or right rights to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchaseor obtain (including upon conversion, redemption, retirement, exchange or other acquisition by the Company of any shares of exercise) any such capital stockequity securities; or (d) declaration or payment of any dividend dividends or other distribution distributions on or payment in respect of shares any equity securities, purchase or acquisition of capital stockany equity securities; (ce) amendment to the Organizational Documents change in any method of the Companyaccounting or accounting practice; (df) payment amendment, modification, acceleration, relinquishment, termination, cancellation or increase by the Company nonrenewal of any bonuses, salaries, Material Contract or other compensation to entry into any stockholderContract that would constitute a Material Contract; (g) (i) termination of any, director, officer, Employee, contractor or consultant with an annual compensation of [***] or more or (except in the Ordinary Course ii) hiring of Business) employee or entry into any employmentany, severance, or similar Contract with any director, officer, Employee, contractor or employeeconsultant with an annual compensation of [***] or more, except to replace (on comparable terms and at a comparable cost) any departed individual; (eh) adoption (i) adoption, amendment or material modification of an Employee Benefit Plan other in the ordinary course of business consistent with past practice that does not materially increase the cost of such Employee Benefit Plan, (ii) grant of severance or termination pay to any Employee, other than in the ordinary course of business consistent with past practice, (iii) material increase in the compensation of, or increase in the payments to or benefits underpayment of any bonus to, any profit sharingEmployee with annual compensation of [***] or more, bonusexcept, deferred compensationin each of (i) through (iii), savings, insurance, pension, retirement, as required by Law or other employee benefit plan for or with by any employees of the Companyexisting Contract; (fi) damage to incurrence, creation, assumption, payment, cancellation or destruction or loss of any asset or property of the Company, whether or not covered by insurance; (g) entry into, termination of, or receipt of notice of termination discharge of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or Lien on any of its assets (other than Permitted Liens); (ii) any Contract Indebtedness; or transaction involving (iii) any liability as a total remaining commitment by guarantor or surety with respect to the Company obligations of at least the Threshold Amountothers; (hj) sale (other than sales of Inventory in the Ordinary Course of Business)transfer, leaseassignment, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, exclusive license or other disposition of any of the material assets (including Intellectual Property) shown or reflected in the Interim Financial Statements, other than in the Ordinary Course; (k) abandonment, cancellation, withdrawal, refusal, or expiration (excluding expiration in accordance with the statutory period) of any Intellectual Property Assetssubject to a registration, filing, or application by any Acquired Company; (il) cancellation material damage, destruction or waiver of loss (whether or not covered by any claims Company Policy) to any property; (m) any capital investment in, or rights with a value to the Company any loan to, any other Person, or any capital expenditures in excess of the Threshold Amount[***]; (jn) termination, waiver, settlement or compromise of any material right of value or initiation or settlement of any material Proceeding; (o) request for, negotiation, or receipt of any Tax ruling on behalf of any Acquired Company, or entry into any closing agreement, agreement to an extension of the statute of limitations with respect to the assessment or collection of Taxes, amendment to any Tax Return, filing of any Tax Return in a manner that is inconsistent with past custom and practice, making, changing or rescinding of any election relating to Taxes, surrendering of any claim for a refund of Taxes, settlement or compromise of any Tax liability, making of any change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the accounting methods used preparation of its most recent Tax Return; (p) entering into any Tax sharing, Tax allocation, Tax indemnity or similar agreement (other than in the Ordinary Course with respect to Contracts the principal subject of which is not Taxes) or closing or advanced pricing agreement, assuming any liability for the Taxes of any other Person (whether by the CompanyContract or otherwise), changing its residence for any Tax purpose or establishing any branch, agency, permanent establishment or other taxable presence in any jurisdiction outside its jurisdiction of incorporation, failing to accrue or pay when due any material Taxes; or (kq) agreementauthorization of or entry into any agreement or commitment with respect to any of the foregoing, whether oral or written, by the Company to do any action or omission that would result in any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Schedule, since Since the date of the Unaudited Balance Sheet, each Acquired Company and the Company KES Business has conducted its business only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the an Acquired Company’s authorized or issued capital stockshares; grant of any stock equity option or right to purchase shares of capital stock of the an Acquired Company; issuance of any security convertible into such capital stockequity; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the an Acquired Company of any shares of any such capital stockshares; or declaration or payment of any dividend or other distribution or payment with respect to any shares, except as set forth in respect Section 3.10(a) of shares of capital stockSeller’s Disclosure Schedule; (c) amendment to the Organizational Governing Documents of the an Acquired Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or increase by an Acquired Company or the KES Business of any bonuses, salaries or other compensation to Seller, or any director, officer or employee, or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employee; (e) adoption of, amendment to or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, Plan or other employee benefit plan for material Other Benefit Obligation of an Acquired Company or with any employees of the CompanyKES Business; (f) damage to or destruction or loss of any asset or property of an Acquired Company or the CompanyKES Business, whether or not covered by insurance, with an aggregate value to the Company in excess of $50,000; (g) entry into, modification, cancellation or termination of, of or receipt of notice of termination of or default under (i) any license, distributorship, dealer, sales representative, joint venture, credit, guaranty or similar agreementContract, or (ii) any Contract or transaction involving a total remaining commitment by or to an Acquired Company or the Company KES Business of at least the Threshold Amount$50,000; (h) sale (other than sales of Inventory in the Ordinary Course of Business)sale, lease, lease or other disposition of any asset or property of the an Acquired Company or mortgagethe KES Business (other than in the Ordinary Course of Business), pledgeincluding Intellectual Property, or imposition the creation of any lien Encumbrance on Real Property or any other encumbrance on any material asset of an Acquired Company or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property AssetsKES Business; (i) cancellation or waiver of any claims or rights with a value to an Acquired Company or the Company KES Business in excess of $50,000; material acceleration or delay in the Threshold Amountpayment of accounts payable or in the collection of Accounts Receivable; (j) material change in the accounting methods used by an Acquired Company or the CompanyKES Business; or (k) agreement, whether oral Contract by an Acquired Company or written, by the Company KES Business to do any of the foregoing.. PROPERTIES; ENCUMBRANCES
Appears in 1 contract
Samples: Stock Purchase Agreement (Knowles Electronics Holdings Inc)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 Schedule 4.16 of the Seller’s Disclosure Schedule, since the date of the Unaudited Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Company; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (e) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least the Threshold Amount; (h) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (j) material change in the accounting methods used by the Company; or (k) agreement, whether oral or written, by Seller or the Company to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. (a) Except as set forth in Section 4.17 3.15 of the Disclosure ScheduleLetter, since the date of the Unaudited Balance SheetDecember 31, the Company 1999 Seller has conducted its business only in the Ordinary Course of Business and there has not been any: (ai) change or event that has which individually or in the aggregate had or may have a Material Adverse Effectmaterial adverse effect on the Business; (b) change in the Company’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (c) amendment to the Organizational Documents of the Company; (dii) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, partner or employee (except to partners or employees in the Ordinary Course of Business) employee of the Seller or the General Partner or entry into any employment, severance, or similar Contract with any directorpartner or employee of the Seller or the General Partner; (iii) damage, officerdestruction, or employee; (e) adoption of, or increase in the payments loss to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (f) damage to or destruction or loss of any asset or property of the Companyproperty, whether or not covered by insurance, affecting materially and adversely the properties, assets, business, financial condition, or prospects of Seller, taken as a whole; (giv) entry into, termination oftermination, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company Seller of at least the Threshold Amount$25,000; (hv) sale (other than sales of Inventory inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company Seller, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanySeller, including including, without limitation, the sale, lease, or other disposition of any of the Intellectual Property Assets; (ivi) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount$10,000; (jvii) conduct of business or entering into any transaction, other than in the Ordinary Course of Business; (viii) material change in the accounting methods used by methods; (ix) declaration or payment of any distribution to any of Seller's partners or any direct or indirect redemption, purchase or other acquisition of any partnership interest in Seller, or any transfer of any rights, properties or assets of the CompanySeller to any of its partners; or (kx) agreement, whether oral or writtennot in writing, by the Company to do any of the foregoingforegoing by Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Collectible Concepts Group Inc)
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Scheduleon Schedule 2.20, since the date of the Unaudited Balance Sheet, the Company Business has conducted its business been operated only in the Ordinary Course of Business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the CompanySeller’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the CompanySeller; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Seller of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (cb) amendment to the Organizational Documents of the CompanySeller; (dc) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (except in the Ordinary Course of Business) employee or independent contractor or entry into any employment, severance, or similar Contract with any director, officer, employee or employeeindependent contractor of Seller or the Business; (ed) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees or independent contractors of Seller or the CompanyBusiness; (fe) damage to or destruction or loss of any asset or property of Seller or the CompanyBusiness, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Seller; (gf) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company Business or Seller of at least the Threshold Amount$35,000; (hg) sale (other than sales of Inventory inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of Seller or the Company Business or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of Seller or the CompanyBusiness, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (ih) cancellation or waiver of any claims or rights with a value to Seller or the Company Business in excess of the Threshold Amount$35,000; (ji) material change in the accounting methods used by the CompanyBusiness; or (kj) agreement, whether oral or written, by Seller or the Company Business to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of Since the Disclosure ScheduleBalance Sheet Date, since the date of the Unaudited Balance Sheet, the Company each Seller has conducted its business only in the Ordinary Course of Business Business, except as expressly required by the terms of any Transaction Document, and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Companyany Seller’s authorized membership interest, financial rights, or governance rights or issued capital stock; , grant of any stock option or right to purchase shares of capital stock or any membership interest, financial rights, or governance rights of the Company; any Seller or issuance of any security convertible into any such capital stockinterest or right; grant (b) amendment to the Governing Documents of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockSeller; (c) amendment to payment (except in the Organizational Documents Ordinary Course of the Company; (dBusiness) payment or increase by the Company any Seller of any bonuses, salaries, or other compensation to any stockholdershareholder, director, member, manager, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, member, manager, officer, or employee; (ed) adoption of, amendment to or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the CompanyEmployee Benefit Plan; (fe) damage to or destruction or loss of any asset or property of the CompanyAcquired Asset, whether or not covered by insurance; (gf) entry into, termination of, of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company any Seller of at least the Threshold Amount$10,000; (hg) sale (other than sales of Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of Acquired Asset (including the Intellectual Property Assets) or the creation of any Encumbrance on any Acquired Asset; (h) written indication by any insurance broker, insurance agent, program administrator, Carrier, Client, or other Third Party with a material business relationship with any Seller of an intention to discontinue or change the terms of its relationship with any Seller, which discontinuance or change could reasonably be expected to cause a Material Adverse Change to any Seller or the Insurance Business; (i) cancellation or waiver of any claims or rights with a value to the Company in excess of the Threshold Amount; (j) material change in the accounting methods used by the Companyany Seller; or (kj) agreement, whether oral or written, Contract by the Company any Seller to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Section 4.17 of the Disclosure Schedule, since Since the date of the Unaudited Balance Sheet, the Company ASIX has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) event that has had a Material Adverse Effect; (b) change in the Company’s ASIX's authorized or issued capital stockequity; grant of any stock option or right to purchase shares of capital the stock of the CompanyASIX; issuance of any security convertible into such capital stockequity; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company ASIX of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock except as set forth on Schedule 2.19; (cb) amendment to the Organizational Documents organizational documents of the CompanyASIX; (dc) payment or increase by the Company ASIX of any bonuses, salaries, or other compensation to any stockholder, officer or director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract agreement with any director, officer, 11 director or employeeemployee except as set forth on Schedule 2.19; (ed) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of ASIX; (e) dividend or other distribution other than the Companypayment of dividends or distributions as set forth on Schedule 2.19; (f) damage to or destruction or loss of any asset or property of the CompanyASIX, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of ASIX, taken as a whole; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract agreement or transaction involving a total remaining commitment by or to the Company ASIX of at least the Threshold Amount$10,000; (h) sale (other than sales of Inventory in capital expenditure for the Ordinary Course of Business)purchase, sale, lease, or other disposition of any asset or property of the Company ASIX or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the CompanyASIX, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (i) cancellation or waiver of any claims or rights with a value to the Company ASIX in excess of the Threshold Amount$10,000; (j) material change in the accounting methods used by the CompanyASIX; (k) revocation or amendment of any Tax election, execution of any waiver of restriction on assessment or collection of any Tax, or entry into or amend any agreement or settlement with any Tax authority; or (kl) agreement, whether oral or written, agreement by the Company ASIX to do any of the foregoing.
Appears in 1 contract
