Absence of Certain Changes and Events Sample Clauses
The "Absence of Certain Changes and Events" clause ensures that, between the signing of an agreement and its closing, the subject of the agreement—often a business or asset—remains in substantially the same condition as when the deal was made. This clause typically requires the seller to confirm that no significant adverse changes, such as major financial losses, asset disposals, or unexpected liabilities, have occurred during this interim period. Its core function is to protect the buyer from unforeseen developments that could affect the value or desirability of the transaction, thereby allocating risk and maintaining deal integrity.
POPULAR SAMPLE Copied 1 times
Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any:
(a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice);
(b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement);
(c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee;
(d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below);
(e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror;
(f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinar...
Absence of Certain Changes and Events. Except as set forth in Part 2.15 of the Disclosure Schedule, since July 1, 2001, Seller has conducted its business only in the Ordinary Course of Business and there has not been any:
(a) change in Seller's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of Seller; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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;
(b) amendment to the Organizational Documents of Seller;
(c) payment or increase by Seller of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee or entry into any employment, severance, or similar contract with any director, officer, or employee except as set forth on Part 2.15(c) of the Disclosure Schedule;
(d) 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 Seller;
(e) damage to or destruction or loss of any asset or property of Seller, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of Seller, taken as a whole;
(f) 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 Seller of at least $10,000 (other than the entry in agreements in the Ordinary Course of Business on terms consistent with prior practice);
(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of Seller or mortgage, pledge, or imposition of any lien or other Encumbrance on any asset or property of Seller, including the sale, lease, or other disposition of any of the Intellectual Property Assets (as defined in Section 2.21);
(h) cancellation or waiver of any claims or rights with a value to Seller in excess of $10,000;
(i) material change in the accounting methods used by Seller;
(j) borrowing or agreement to borrow any money or loan or agreement to loan to, or guarantee or agreement to g...
Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and the transactions contemplated hereby, from the Balance Sheet Date, there has not been:
(a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate;
(b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiary;
(c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of business;
(d) Any amendment of any term of any outstanding security of INT'▇.▇▇▇;
(e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000;
(f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary of any Lien on any asset in an aggregate amount exceeding $20,000;
(g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiary;
(h) Any sale, lease, pledge, transfer or other disposition of any material capital asset;
(i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition of...
Absence of Certain Changes and Events. Except as set forth in Schedule 5.14, 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) (i) change in authorized or issued Membership Interests or equity of the Company; (ii) grant of any option or right to purchase Membership Interests or equity of the Company; (iii) issuance of any security convertible into such Membership Interests or equity; (iv) grant of any registration rights; (v) purchase, redemption, retirement or other acquisition by the Company of any such Membership Interests or equity; or (vi) declaration or payment of any dividend or other distribution or payment in respect of such Membership Interests or equity;
(b) amendment to the Organizational Documents of the Company;
(c) payment or increase by the Company of any bonuses, salaries or other compensation (including management or other similar fees) to any member, shareholder, manager, director, officer, Employee or entry into any employment, severance or similar Contract with any Member, manager or Employee (except in the Ordinary Course of Business);
(d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, severance or other employee benefit plan for or with any of the Employees of the Company or any increase in the payment to or benefits under any Benefit Plan for or with any Employees of the Company;
(e) damage to or destruction or loss of any tangible asset or property of the Company, whether or not covered by insurance, that would have a Material Adverse Effect on the Company;
(f) entry into, termination or acceleration of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit or similar agreement or (ii) any Contract or transaction involving a Liability by or to the Company of at least $50,000;
(g) sale or licenses (other than sales or licenses of the Company’s products for consumer use in the Ordinary Course of Business), or lease or other disposition of any asset or property of the Company;
(h) mortgage, pledge or imposition of any Encumbrance on any asset or property of the Company, including the sale, lease or other disposition of any of the Intellectual Property of the Company (excluding sales or licenses of the Company’s products for consumer use in the Ordinary Course of Business);
(i) delay ...
Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any:
(a) change in the Company’s authorized or issued capital stock or the ownership thereof; 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;
(b) amendment to the Organizational Documents of the Company;
(c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business;
(d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract;
(e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan;
(f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company;
(g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement;
(h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty,...
Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any:
(a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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;
(b) amendment to the Organizational Documents of any Acquired Company;
(c) payment or increase by any Acquired 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;
(d) 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 any Acquired Company;
(e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole;
(f) 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 any Acquired Company of at least $10,000;
(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets;
(h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000;
(i) material change in the accounting methods used by any Acquired Company; or
(j) agreement, whether oral or written...
Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Section 4.07 of the Sellers Disclosure Schedule, since March 31, 2012:
(a) the Business has been conducted in the ordinary course, substantially in the manner that such Business was heretofore conducted and in material compliance with applicable Law;
(b) no circumstance, condition, event or change has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) none of the Constitutional Documents of any member of the Company Group has been amended;
(d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation;
(e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group;
(f) there has not been any change by the Company Group in accounting methods, principles or practices;
(g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any Common Stock, Preferred Stock or other Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital...
Absence of Certain Changes and Events. From January 1, 2009 through the date hereof, except as otherwise contemplated, required or permitted by this Agreement, there has not been:
(a) (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, securities or other property or by allocation of additional Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for dividends and distributions among its Subsidiaries) or (ii) any split, combination or reclassification of any Equity Interests in Sellers or any issuance or the authorization of any issuance of any other Equity Interests in respect of, in lieu of or in substitution for Equity Interests of Sellers;
(b) other than as is required by the terms of the Parent Employee Benefit Plans and Policies, the Settlement Agreement, the UAW Collective Bargaining Agreement or consistent with the expiration of a Collective Bargaining Agreement or as may be required by applicable Law, in each case, as may be permitted by TARP or under any enhanced restrictions on executive compensation agreed to by Parent and Sponsor, any (i) grant to any Seller Key Personnel of any increase in compensation, except increases required under employment Contracts in effect as of January 1, 2009, or as a result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key Personnel of any increase in retention, change in control, severance or termination compensation or benefits, except as required under any employment Contracts in effect as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption, termination of, entry into or amendment or modification of, in a material manner, any Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of, in a material manner, any employment, retention, change in control, severance or termination Contract with any Seller Key Personnel or (v) entry into or amendment, modification or termination of any Collective Bargaining Agreement or other Contract with any Union of any Seller or Purchased Subsidiary;
(c) any material change in accounting methods, principles or practices by any Seller, Purchased Subsidiary or Seller Group member or any material joint venture to which any Seller or Purchased Subsidiary is a party, in each c...
Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any:
i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock;
ii. amendment to the Organizational Documents of PRCO;
iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO;
iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO;
v. entry into any transaction other than in the Ordinary Course of Business;
vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction;
vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO;
viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000;
ix. material change in the accounting methods used by PRCO;
x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee;
xi. debt or other liability incurred, other than the PRCO Debentures; or
xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.
Absence of Certain Changes and Events. Since December 31, 2015, no event or events have occurred that had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Acquiror.