Absence of Certain Changes and Events. Except as set forth in Schedule 3.21, since June 30, 2006, the Company has conducted its business only in the Ordinary Course of Business and there has not been any: 3.21.1 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; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; 3.21.2 Amendment to the Company’s Organizational Documents; 3.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person; 3.21.4 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; 3.21.5 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,000; 3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000; 3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or imposition of any Encumbrance on any asset or property of the Company; 3.21.8 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000; 3.21.9 Change in any of the accounting methods or principles used by the Company; 3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business; 3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;
Appears in 2 contracts
Sources: Stock Subscription Agreement (Probe Manufacturing Inc), Stock Subscription Agreement (Probe Manufacturing Inc)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.214.13 of the Disclosure Letter, since June 30, 2006the date of the Buyer’s Balance Sheet, the Company Buyer has conducted its business businesses only in the Ordinary Course of Business and there has not been any:
3.21.1 1) Change in the Company's authorized or issued capital stockstock of the Buyer; grant of any stock option or right to purchase shares of capital stock of the CompanyBuyer; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Buyer 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;
3.21.2 2) Amendment to the Company’s Organizational DocumentsDocuments of the Buyer;
3.21.3 3) Payment or increase by the Buyer of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, director, officer, employee, agent or Representative (except in the Ordinary Course of the Company Business) employee or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee;
3.21.4 4) Adoption of, or increase in the payments to or benefits under, any profit sharing, sharing bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Planemployee benefit plan for or with any employees of the Buyer;
3.21.5 Damage to 5) Cancellation or destruction or loss waiver of any asset claims or property of any rights with a value to the Company, whether or not covered by insurance, Buyer in excess of $25,00010,000;
3.21.6 6) Entry into, termination of, or receipt of written notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company Buyer of at least $25,00010,000;
3.21.7 7) Material change in the accounting methods used by the Buyer;
8) Sale (other than sales of inventory inventory, products and services in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 Buyer or mortgage, pledge, or imposition of any Encumbrance on any material asset or property of the Company;
3.21.8 CancellationBuyer, settlementincluding the sale, lease or waiver other disposition of any claims or rights of or against the Company in excess of $25,000;
3.21.9 Change in any of the accounting methods Intellectual Property;
9) Agreement, whether oral or principles used written, by the Company;
3.21.10 Payment or declaration of Buyer to do any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Serefex Corp), Stock Exchange Agreement (Serefex Corp)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21the Metaphor Disclosure Schedule, since June 30December 31, 20062004, the Company Acquiror has conducted its business only in the Ordinary Course of Business and there has not been anyany of the following:
3.21.1 Change 6.14.1 change in the Company's Acquiror’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the CompanyAcquiror; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by Acquiror 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;
3.21.2 Amendment 6.14.2 amendment to the Company’s Organizational DocumentsDocuments of Acquiror;
3.21.3 Payment 6.14.3 payment or increase by Acquiror of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, director, officer, employee, agent or Representative of the Company independent contractor, or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, employee, or independent contractor;
3.21.4 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;
3.21.5 Damage 6.14.4 damage to or destruction or loss of any asset or property of any the CompanyAcquiror, whether or not covered by insurance, in excess materially and adversely affecting the properties, assets, business, financial condition, or prospects of $25,000Acquiror, taken as a whole;
3.21.6 Entry 6.14.5 entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000transaction;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license6.14.6 sale, lease, or other disposition of any asset or property of the Company in excess of $25,000 Acquiror or mortgage, pledge, or imposition of any Encumbrance lien or other encumbrance on any material asset or property of Acquiror, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets;
3.21.8 Cancellation, settlement, 6.14.7 cancellation or waiver of any claims or rights of or against the Company in excess of $25,000with a value to Acquiror;
3.21.9 Change 6.14.8 material change in the accounting methods used by Acquiror; or
6.14.9 agreement, whether oral or written, by Acquiror to do any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 2 contracts
Sources: Sale and Purchase Agreement (Metaphor Corp.), Sale and Purchase Agreement (Metaphor Corp.)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21Since the Reference Balance Sheet Date, since June 30there has not been any Company Material Adverse Effect. Since the Reference Balance Sheet Date, 2006, (i) the Company has conducted its business only in the Ordinary Course of Business Business, and there (ii) except as set forth in Section 2.18 of the Company Disclosure Schedule, the Company has not been anynot:
3.21.1 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; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 Amendment to the Company’s Organizational Documents;
3.21.3 Payment of any bonuses to or (a) granted any increase in the base compensation of, or paid any salaries, wages, benefits bonuses or other compensation to, any of any stockholderits officers or employees outside the Ordinary Course of Business;
(b) adopted, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangementamended, or any other Contract with such Person;
3.21.4 Adoption of, or increase in increased the payments to or benefits under, any profit sharingEmployee Benefit Plan outside of the Ordinary Course of Business;
(c) acquired assets outside of the Ordinary Course of Business, bonusincluding acquired any business, deferred compensationwhether by merger, savingsconsolidation, insurancethe purchase of all or a substantial portion of the assets or equity interests of such business or otherwise;
(d) sold, pension, retirementleased, or other Employee Benefit Planotherwise disposed of any assets outside of the Ordinary Course of Business;
3.21.5 Damage to (e) incurred, assumed, or guaranteed any Indebtedness, or made any loans, advances or capital contributions to, or investments in, any other Person;
(f) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than $25,000 or outside the Ordinary Course of Business;
(g) experienced any damage, destruction or loss of any asset or property of any the Company, (whether or not covered by insurance, in excess of $25,000;
3.21.6 Entry into, termination of, or receipt of notice of termination of ) to any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess assets of $25,000 or imposition of any Encumbrance on any asset or property of the Company;
3.21.8 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000;
3.21.9 Change (h) made any material change in connection with its accounts payable or accounts receivable terms, systems, policies or procedures;
(i) declared, set aside or paid any dividend (whether in cash, securities or property or other combination thereof) in respect of the accounting methods or principles used by capital stock of the Company;
3.21.10 Payment or declaration of (j) made any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material material change in the conduct its accounting or nature of Tax methods; or
(k) entered into any aspect agreement, whether oral or written, to do any of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.212.18, since June 30March 31, 20062004, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 2.18.1 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; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 2.18.2 Amendment to the Organizational Documents of the Company’s Organizational Documents;
3.21.3 2.18.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such PersonPerson except for increases or payments in the Ordinary Course of Business;
3.21.4 2.18.4 Payment or accrual of any bonuses, commissions or other distributions to any Sellers or any relative of any Sellers;
2.18.5 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;
3.21.5 2.18.6 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,00050,000;
3.21.6 2.18.7 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,00050,000 other than such actions that would not reasonably be considered to have a Material Adverse Effect;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business)2.18.8 Sale, license, lease, or other disposition of any asset or property of the Company in excess of $25,000 10,000 or imposition of any Encumbrance on any asset or property of the Company, except in the Ordinary Course of Business;
3.21.8 2.18.9 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000;
3.21.9 2.18.10 Change in any of the accounting methods or principles used by the Company;Company except for any changes necessitated by changes to GAAP or as required pursuant to this Agreement; or
3.21.10 Payment or declaration of 2.18.11 The entry into any dividends or distributions or other payments Contract by the Company to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of do any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in on Schedule 3.218.23, since June 30the date of the most recent financial statement, 2006December 31, the Company has 2007, ICI and its subsidiaries have conducted its their business only in the Ordinary Course of Business ordinary course and there has not been any:
3.21.1 Change 8.23.1 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 Companystock; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition 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;
3.21.2 Amendment to the Company’s Organizational Documents;
3.21.3 Payment 8.23.2 payment or increase by ICI of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any ICI Stockholders or any stockholder, director, officer, employee, agent or Representative (except in the ordinary course of the Company business) employee or entry into any employment or severance agreement or arrangementemployment, severance, or similar contract with any other Contract with such Persondirector, officer, or employee;
3.21.4 Adoption 8.23.3 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 Planemployee benefit plan for or with any employees;
3.21.5 Damage 8.23.4 damage to or destruction or loss of any asset or property of any the Companyproperty, whether or not covered by insurance, in excess materially and adversely affecting the ICI Assets or any other properties, assets, business, financial condition, or prospects of $25,000ICI, taken as a whole;
3.21.6 Entry 8.23.5 entry into, termination of, or receipt of notice of termination of (i) any Contract license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transaction outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company ICI of at least $25,00010,000;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license8.23.6 sale, lease, or other disposition of any asset or property of the Company in excess of $25,000 property, or mortgage, pledge, or imposition of any Encumbrance lien or other encumbrance on any material asset or property property, including the sale, lease, or other disposition of any of the Companyintellectual property assets;
3.21.8 Cancellation, settlement, 8.23.7 cancellation or waiver of any claims or rights of or against the Company with a value to ICI in excess of $25,00010,000;
3.21.9 Change 8.23.8 material change in the accounting methods used by ICI; or
8.23.9 agreement, whether oral or written, by ICI or the ICI Stockholders to do any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Sources: Asset Contribution and Combination Agreement (United Benefits & Pension Services, Inc.)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21SCHEDULE 3.16 of the Disclosure Schedule, since June 30December 31, 20061998, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 A. 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;
3.21.2 B. Amendment to the Organizational Documents of the Company’s Organizational Documents;
3.21.3 C. Payment or increase by the Company of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, director, officer, employee, agent or Representative (except in the Ordinary Course of the Company Business) employee or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee;
3.21.4 D. Adoption of, or substantial increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Planemployee benefit plan for or with any employees of the Company;
3.21.5 E. Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,000insurance that had a Company Material Adverse Effect;
3.21.6 F. Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company of at least Ten Thousand and No/100 Dollars ($25,00010,000.00);
3.21.7 G. Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or mortgage, pledge, or imposition of any Encumbrance lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Software and Intangibles;
3.21.8 Cancellation, settlement, H. Cancellation or waiver of any claims or rights of or against with a value to the Company in excess of Five Thousand and No/100 Dollars ($25,0005,000.00);
3.21.9 Change I. Material change in any of the accounting methods or principles used by the Company;; or
3.21.10 Payment J. Agreement, whether oral or declaration of written, by the Company to do any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Sources: Merger Agreement (Infocure Corp)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21Part 3.15 of the Disclosure Letter, since June 30January 1, 20061997, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 Change (i) payment by the Company of any bonuses or compensation other than regular salary payments, or increase in the Company's authorized salaries, or issued capital stock; grant of payment on any stock option or right to purchase shares of capital stock debt of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 Amendment , to the Company’s Organizational Documents;
3.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, or employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee;
3.21.4 Adoption (ii) 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 Planemployee benefit plan for or with any employees of the Company;
3.21.5 Damage (iii) damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess materially and adversely affecting the properties, assets, business, financial condition, or prospects of $25,000the Company;
3.21.6 Entry (iv) entry into, termination of, or receipt of notice of termination of (A) any joint venture, credit, or similar agreement, or (B) any Contract or transaction outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (v) loan or advance by the Company to any Person other than sales to customers on credit in the Ordinary Course of Business, or discharge or satisfaction of any liability exceeding $25,000, except in the Ordinary Course of Business;
(vi) sale (other than sales of inventory supplies or equipment in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or mortgage, pledge, or imposition of any Encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intangible Property;
3.21.8 Cancellation, settlement, (vii) cancellation or waiver of any claims or rights of or against with a value to the Company in excess of $25,000;
3.21.9 Change (viii) material change in any of the accounting methods or principles used by the Company;
3.21.10 Payment (ix) agreement, whether oral or declaration written, by the Company to do any of the foregoing set forth in (i) through (viii);
(x) liability incurred outside of the Ordinary Course of Business; or
(xi) material diminution in the value of any dividends or distributions or other payments asset material to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21, since June 30, 2006, As of the Company has conducted its business only in the Ordinary Course of Business and Closing Date there has not been anynor will be:
3.21.1 Change 3.3.1 any material adverse change in the Company's authorized working capital, assets, liabilities or issued capital stock; grant of any stock option or right to purchase shares of capital stock financial condition of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; or declaration or payment of any dividend or other distribution or payment in Company except as the parties have agreed with respect of shares of capital stock;
3.21.2 Amendment to the Company’s Organizational Documents;cash account and the Excluded Assets.
3.21.3 Payment of 3.3.2 any bonuses to or any increase in any salariesdamage, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person;
3.21.4 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;
3.21.5 Damage to or destruction or loss of any asset or property of any the Companyloss, whether or not covered by insurance, in excess materially and adversely affecting the operations, property, assets or results of $25,000;
3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or imposition of any Encumbrance on any asset or property operations of the Company;
3.21.8 Cancellation3.3.3 any merger, settlementconsolidation or share exchange or agreement to merge, consolidate or exchange Shares with any other corporation (or any transaction having a similar effect) involving the Company, or waiver any acquisition of, or agreement to acquire, any stock, business, property or assets of any claims other person, firm, association, corporation or rights of or against other business organization, to which the Company in excess of $25,000is or was a party; any material labor dispute involving the Company;
3.21.9 Change 3.3.4 except in the ordinary course of business, any sale or granting to any party or parties of any license, franchise, option or other right of any nature whatsoever to sell, distribute, or otherwise deal in or with products, merchandise or services of the Company;
3.3.5 except in the ordinary course of business, any arrangement providing for discounts, incentive awards or other promotional allowances;
3.3.6 except in the ordinary course of business, increases and bonuses based on term of service regular promotion of employees of, any granting of a salary increase or authorization or payment of bonuses or material increases in other benefits payable or to become payable under any bonus, insurance, or other benefit plans to, employees, or retirees of the Company;
3.3.7 any material liability or obligation (absolute, accrued, contingent or otherwise) incurred by the Company other than in the ordinary course of Business consistent with past practice;
3.3.8 any change in any method of the accounting methods or accounting practices or principles used by the Company;
3.21.10 Payment or declaration 3.3.9 any waiver by the Company of any dividends material claim or distributions right;
3.3.10 any sale, transfer or other payments to disposition by the Company of any of its Shareholders or Affiliatesassets, other than normal employment compensation paid except in the ordinary course of business;Business consistent with past practice; or
3.21.11 Material change in 3.3.11 any amount paid, loaned or advanced by the conduct Company or nature of asset transferred or leased to any aspect employee by the Company except for normal compensation involving salary and benefits and except for any of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;Excluded Assets.
Appears in 1 contract
Sources: Stock Purchase Agreement (Accelera Innovations, Inc.)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.212.18, since June 30October 31, 20062004, the Company has Companies have conducted its business their businesses only in the Ordinary Course of Business and there has have not been any:
3.21.1 2.18.1 Change in the Company's Companies' authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the CompanyCompanies; issuance of any security convertible into such capital stock; grant of any registration rights; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 2.18.2 Amendment to the Company’s Organizational DocumentsDocuments of the Companies;
3.21.3 2.18.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company Companies or entry into any employment or severance agreement or arrangement, or any other Contract with such PersonPerson except for increases or payments in the Ordinary Course of Business;
3.21.4 2.18.4 Payment or accrual of any bonuses, commissions or other distributions to any Sellers or any relative of any Sellers;
2.18.5 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;
3.21.5 2.18.6 Damage to or destruction or loss of any asset or property of any the CompanyCompanies, whether or not covered by insurance, in excess of $25,00050,000;
3.21.6 2.18.7 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company Companies of at least $25,00050,000, other than such actions that would not reasonably be considered to have a Material Adverse Effect;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business)2.18.8 Sale, license, lease, or other disposition of any asset or property of the Company Companies in excess of $25,000 10,000 or imposition of any Encumbrance on any asset or property of the Company;
3.21.8 CancellationCompanies, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000;
3.21.9 Change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid except in the ordinary course Ordinary Course of businessBusiness;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.212.18, since June 30December 31, 20062004, the Company has conducted its business Business only in the Ordinary Course of Business and there has not been any:
3.21.1 2.18.1 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; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 2.18.2 Amendment to the Organizational Documents of the Company’s Organizational Documents;
3.21.3 2.18.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such PersonPerson except for increases or payments in the Ordinary Course of Business;
3.21.4 2.18.4 Payment or accrual of any bonuses, commissions or other distributions to any Sellers or any relative of any Sellers;
2.18.5 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;
3.21.5 2.18.6 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,00010,000;
3.21.6 2.18.7 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,00010,000, other than such actions that would not reasonably be considered to have a Material Adverse Effect;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business)2.18.8 Sale, license, lease, or other disposition of any asset or property of the Company in excess of $25,000 10,000 or imposition of any Encumbrance on any asset or property of the Company, except in the Ordinary Course of Business;
3.21.8 2.18.9 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,00010,000;
3.21.9 2.18.10 Change in any of the accounting methods or principles used by the Company;Company except for any changes necessitated by changes to GAAP or as required pursuant to this Agreement; or
3.21.10 Payment or declaration of 2.18.11 The entry into any dividends or distributions or other payments Contract by the Company to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of do any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.217.1 hereto, since June 30, 2006, the Company has conducted its business only in date of the Ordinary Course of Business and interim financial statements there has not been anybeen:
3.21.1 Change 7.1.20.1 Any material adverse change in the Company's authorized financial condition, results of operation, assets, liabilities or issued capital stock; grant prospects 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; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 Amendment to the Company’s Organizational Documents;
3.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangementHarvest, or any other Contract with occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such Personmaterial adverse change;
3.21.4 Adoption of7.1.20.2 Any transaction relating to or involving Harvest, or increase in the payments to assets of Harvest which was entered into or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan;
3.21.5 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered carried out by insurance, in excess of $25,000;
3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (Harvest other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or imposition of any Encumbrance on any asset or property of the Company;
3.21.8 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000;
3.21.9 Change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid for fair consideration in the ordinary course of business;
3.21.11 Material 7.1.20.3 Any change by Harvest in the conduct its accounting or nature tax practices or procedures;
7.1.20.4 Any incurrence of any aspect of the Businessliability, whether or not made other than liabilities incurred in the ordinary course of business consistent with past practices;
7.1.20.5 Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of its properties (whether leased or owned), or the assets of Harvest, other than sales, leases, or dispositions of goods, materials, or equipment in the ordinary course of business or as contemplated by this Agreement;
7.1.20.6 Any event permitting any of the assets or the properties of Harvest (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or claim of any kind whatsoever (direct or indirect) (collectively, "Liens");
7.1.20.7 Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of Harvest;
7.1.20.8 Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto;
7.1.20.9 Any notice (written or unwritten) from any employee of Harvest that such employee has terminated, or intends to terminate, such employee's employment with Harvest;
7.1.20.10 Any adverse relationship or condition with suppliers or vendors that may have an adverse effect on Harvest;
7.1.20.11 Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on Harvest, the properties (whether leased or owned), or any such event which could be expected to have an adverse effect on Harvest, the properties (whether leased or owned), or the assets of Harvest;
7.1.20.12 Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which Harvest is a party and relating to or affecting the Harvest other than any satisfaction by performance in accordance with the terms thereof in the ordinary course of business;
7.1.20.13 Any discharge or satisfaction of any lien or payment of any liabilities, other than in the ordinary course of business;
7.1.20.14 Any waiver of any rights of substantial value by Harvest, other than waivers having no material adverse effect on Harvest;
7.1.20.15 Any issuance of equity securities of Harvest or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of Harvest's equity securities;
7.1.20.16 Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares;
7.1.20.17 Any amendment, or agreement to amend, Harvest's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity;
7.1.20.18 Any reduction, or agreement to reduce, the cash or short-term investments of Harvest, other than to meet cash needs arising in the ordinary course of business;
7.1.20.19 Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting future prospects of Harvest;
7.1.20.20 Any revaluation by Harvest of any of its assets;
7.1.20.21 Any loan by Harvest to any person or entity, or any guaranty by Harvest of any loan; or
7.1.20.22 Any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of Harvest or the properties (whether leased or not the change had a Material Adverse Effect;owned) of Harvest.
Appears in 1 contract
Sources: Share Exchange Agreement (Harvest Restaurant Group Inc)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.213.14, since June 30January 1, 20062004, the Company has conducted its business only in the Ordinary Course ordinary course of Business business, and there has not been any:
3.21.1 (a) Material Adverse Change in the Company's authorized Business or issued capital stock; grant the Purchased Assets or any event or circumstance that may result in such a Material Adverse Change in the Business or the Purchased Assets;
(b) payment of more than $5,000 in any month to any one person or increase of $5,000 or more to any one person by the Company 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; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 Amendment to the Company’s Organizational Documents;
3.21.3 Payment of any bonuses to or any increase in any salariesbonuses, wages, benefits salaries or other compensation of to any stockholdershareholder, director, officerofficer or employee or other compensation (including management or other similar fees) to any shareholder, director, officer or employee, agent or Representative of the Company or entry (without regard to amount) into any employment employment, severance or severance agreement or arrangement, or any other similar Contract with such Personany shareholder, director, officer or employee;
3.21.4 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;
3.21.5 Damage (c) damage to or destruction or loss of any material asset or property of any the CompanyCompany used in the operation of the Business, whether or not covered by insurance, in excess of $25,000;
3.21.6 Entry (d) entry into, termination or acceleration of, or receipt of notice of termination of (i) any insurance policy, credit or similar agreement or (ii) any Contract or transaction outside the Ordinary Course involving a Liability of Business or which involves a total remaining commitment by or to the Company of at least $25,00025,000 individually or $100,000 in the aggregate;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business)e) sale, license, lease, lease or other disposition of any asset or property of the Company (other than sales of inventory in excess the ordinary course of $25,000 business);
(f) mortgage, pledge or imposition of any lien or other Encumbrance on any asset or property of the Company, including a sale and lease back or other similar arrangement;
3.21.8 Cancellation(g) delay or failure to pay when due, settlement, or waiver of any claims or rights of or against the Company obligation individually in excess of $25,00025,000 or in the aggregate in excess of $100,000, including without limitation, accounts payable and accrued expenses, which resulted in a suit against the Company, an account being turned over to a collection agency, credit being denied to the Company, or a debt or obligation being declared in default or accelerated;
3.21.9 Change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration (h) accrual of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid expenses except for such accruals in the ordinary course of business;
3.21.11 Material change (i) capital expenditures in excess of $25,000 individually or $100,000 in the conduct aggregate;
(j) cancellation or nature waiver of any aspect claims or rights with a value to the Company in excess of $50,000;
(k) incurrence of or increase in, any Liability, by the Business, whether or not made Company (except in the ordinary course of business) or any accelerated or deferred payment of or failure to pay when due any Liability by the Company;
(l) failure to (i) preserve intact the current business organization of the Business, (ii) keep available the services of the Company's current officers, employees and agents involved in the Business, or (iii) maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company related to the Business, including material disagreements with any of the Persons set forth in the foregoing clause (iii);
(m) change in the accounting methods used by the Company; or
(n) agreement, whether oral or not written, by the change had a Material Adverse Effect;Company with respect to or to do any of the foregoing.
Appears in 1 contract
Sources: Asset Purchase Agreement (United Fuel & Energy Corp)
Absence of Certain Changes and Events. Except as set forth in on Schedule 3.213.7, since June 30, 2006the date of the Balance Sheet, the Company Buyer has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any:
3.21.1 Change (a) change in the CompanyBuyer's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the CompanyBuyer; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Buyer 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;
3.21.2 Amendment (b) amendment to the Company’s Organizational DocumentsDocuments of the Buyer;
3.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person;
3.21.4 Adoption (c) 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 Planemployee benefit plan for or with any employees of the Buyer;
3.21.5 Damage (d) damage to or destruction or loss of any asset or property of any the CompanyBuyer, whether or not covered by insurance, in excess materially and adversely affecting the properties, assets, business, financial condition, or prospects of $25,000the Buyer, taken as a whole;
3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (e) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 Buyer or mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset or property of the CompanyBuyer, including the sale, lease, or other disposition of any of the Intellectual Property Assets (as herein defined);
3.21.8 Cancellation, settlement, (f) cancellation or waiver of any claims or rights of or against with a value to the Company Buyer in excess of $25,00050,000;
3.21.9 Change (g) material change in the accounting methods used by the Buyer; or
(h) agreement, whether oral or written, by the Buyer to do any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21Section 3.20 of the Disclosure Schedule, since June 30, 2006the date of the Most Recent Fiscal Quarter, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any:
3.21.1 Change 3.20.1 change in any of the Company's Acquired Companies' authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any of the CompanyAcquired Companies; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Acquired Companies 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;
3.21.2 Amendment 3.20.2 amendment to the Company’s Organizational DocumentsDocuments of any of the Acquired Companies;
3.21.3 Payment 3.20.3 payment or increase by any of the Acquired Companies of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, director, officer, employee, agent or Representative (except in the Ordinary Course of the Company Business) employee or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee;
3.21.4 Adoption 3.20.4 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 Planemployee benefit plan for or with any employees of any of the Acquired Companies;
3.21.5 Damage 3.20.5 damage to or destruction or loss of any asset or property of any of the CompanyAcquired Companies, whether or not covered by insurance, in excess materially and adversely affecting the properties, assets, business, financial condition, or prospects of $25,000the Acquired Companies, taken as a whole;
3.21.6 Entry 3.20.6 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 outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to any of the Company Acquired Companies of at least $25,000150,000;
3.21.7 Sale 3.20.7 sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of any of the Company in excess of $25,000 Acquired Companies or mortgage, pledge, or imposition of any Encumbrance lien or other encumbrance on any material asset or property of any of the CompanyAcquired Companies, including the sale, lease, or other disposition of any of the Intellectual Property Assets;
3.21.8 Cancellation, settlement, 3.20.8 cancellation or waiver of any claims or rights with a value to any of or against the Company Acquired Companies in excess of $25,000150,000;
3.21.9 Change 3.20.9 material change in the accounting methods used by any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;Acquired Companies; or
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in on Schedule 3.216.20 attached to this Agreement or except as required by law, since June 30March 31, 20062003, the Company and each of its Subsidiaries has conducted its business only in the Ordinary Course ordinary course of Business and business and, except as contemplated in connection with the transactions contemplated by this Agreement, there has not been any:
3.21.1 Change 6.20.1 change in the Company's authorized or issued capital stockequity securities; grant of any stock option or right to purchase shares of capital stock of the Companyany equity security; issuance of any security convertible into such capital stockequity securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition of any equity security; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockequity securities;
3.21.2 Amendment to 6.20.2 except in the Company’s Organizational Documents;
3.21.3 Payment ordinary course of business, payment or increase of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, director, officer, consultant, or employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangementemployment, severance, or similar contract with any other Contract with such Persondirector, officer, consultant, or employee;
3.21.4 Adoption 6.20.3 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 Planemployee benefit plan for or with any employees;
3.21.5 Damage 6.20.4 damage to or destruction or loss of any asset or property of any the Companyproperty, whether or not covered by insurance, which, individually or in excess the aggregate, has had a Material Adverse Effect on the Company or any of $25,000its Subsidiaries;
3.21.6 Entry 6.20.5 except in the ordinary course of business, entry into, modification or amendment to, termination 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 outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company of at least $25,000100,000 or more;
3.21.7 Sale (other than sales of inventory 6.20.6 except in the Ordinary Course ordinary course of Business)business, licensesale, lease, or other disposition of any material asset or property of the Company in excess of $25,000 property, or imposition of any Encumbrance on any material asset or property property, including the sale, lease, or other disposition of any of the CompanyTrademarks;
3.21.8 Cancellation, settlement, 6.20.7 cancellation or waiver of any claims or rights of or against the Company with a value in excess of $25,000100,000;
3.21.9 Change 6.20.8 change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates6.20.9 except as set forth on Schedule 6.20.9, other than normal employment compensation paid decrease in the ordinary course amount of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not Company Debt except for paydowns made in the ordinary course of the Company's business and whether consistent with past practice;
6.20.10 any other change, effect, event, occurrence, non-occurrence, condition or not development which has had, individually or in the change had aggregate, a Material Adverse Effect;Effect on the Company or any of its Subsidiaries; or
6.20.11 any agreement, whether in writing or otherwise, to do any of the foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in on Schedule 3.214.20, since June 30, 20062007, (i) the Company has conducted its business only in the Ordinary Course of Business and ordinary course consistent with past practices, and, (ii) there has not been anybeen:
3.21.1 Change in the Company's authorized (a) any Material Adverse Effect;
(b) any issuance or issued capital stock; grant of any stock option equity securities or right any subscriptions, warrants, options or other agreements or rights of any kind whatsoever to purchase shares or otherwise receive or be issued any equity securities or any securities or obligations of capital stock any kind convertible into, or exercisable or exchangeable for, any equity securities of the Company outside of the ordinary course of business;
(c) any recapitalization, reclassification, split or like change in the capitalization of the Company; issuance ;
(d) any amendment of the organizational documents of the Company, including the Operating Agreement;
(e) (i) an increase in the compensation of officers and directors of the Company, except in the ordinary course of business, or (ii) any security convertible into such capital stock; grant of any registration rights; extraordinary bonus to any employee, director or declaration or payment consultant of the Company;
(f) the creation of any dividend or Lien other distribution or payment in respect of shares of capital stockthan Permitted Liens;
3.21.2 Amendment to (g) the Company’s Organizational Documents;
3.21.3 Payment of any bonuses to or any increase in any salariessale, wagesassignment, benefits or other compensation of any stockholdertransfer, directorconveyance, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person;
3.21.4 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;
3.21.5 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,000;
3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, lease or other disposition of any asset of the properties or property assets of the Company in excess of $25,000 or imposition of any Encumbrance on any asset or property of the Company;
3.21.8 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000;
3.21.9 Change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid except in the ordinary course of business;
3.21.11 Material change (h) the acquisition of any properties or assets or the entering into commitments for capital expenditures of the Company except those that do not exceed $20,000 for any individual acquisition or commitment and $20,000 for all acquisitions and commitments in the conduct or nature aggregate;
(i) except for transfers of any aspect of the Business, whether or not made cash pursuant to normal cash management practices in the ordinary course of business, any investments in or loans to, or payment of any fees or expenses to, or the entering into or modification of any contract with, the Members or any of their respective Affiliates;
(j) the commencement of any contract which materially restricts the ability of the Company to compete with, or conduct, any business or line of business in any geographic area;
(k) any making, revoking or changing of any material Tax election, amending of any material Tax Return or settling or compromise of any material Tax Liability;
(l) any making of any payments outside the ordinary course of business for purposes of settling any dispute;
(m) any entering into of any transaction with any Member, manager, officer, director, employee or any Affiliate or family member of such Person;
(n) the creation of any Indebtedness;
(o) any termination of any Material Contract or waive release or assignment of any rights or claims under any Material Contract;
(p) failure to file any Tax Return when due or failure to cause each such Tax Return when filed to be true, complete and correct or fail to pay any Taxes when due;
(q) the hiring of any new employee;
(r) any change to its accounting methods, principles, policies, procedures or practices, except as may be required by GAAP; or
(s) any agreement, understanding or commitment (whether written or not otherwise) to do any of the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Sources: Merger Agreement (Enernoc Inc)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21Part 3.15 of the Disclosure Letter, since June 30, 20061997, the Company has conducted its business businesses only in the Ordinary Course of Business and there has not been any:
3.21.1 Change 3.15.1 change in the Company's authorized or issued capital stock; grant of any stock option option, warrant 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 declaration other acquisition by the Company of any shares of any of the Company's capital stock; or declaration, setting aside, or payment of any dividend or other distribution or payment in respect of shares of capital stockstock of the Company, or any redemption, purchase or acquisition of any of the Company's securities;
3.21.2 Amendment 3.15.2 amendment to the Company’s Organizational Documents;
3.21.3 Payment 3.15.3 payment or increase by the Company of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, directordirector or, officerexcept in the Ordinary Course of Business, employee, agent any officer or Representative employee of the Company or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee of the Company;
3.21.4 Adoption 3.15.4 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 or Employee Benefit Plan, except for those available to Steiner employees but not Company employees, for or with any director, officer or employee of the Company;
3.21.5 Damage 3.15.5 damage to or destruction or loss destructi▇▇ ▇▇ ▇oss of any asset or property of any the Company, whether or not covered by insurance, in excess materially and adversely affecting the properties, assets, business, financial condition, or prospects of $25,000the Company, taken as a whole;
3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale 3.15.6 sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or mortgage, pledge, or imposition of any Encumbrance lien or other encumbrance on any material asset or property of the Company;
3.21.8 Cancellation, settlement, 3.15.7 cancellation or waiver of any claims or rights of or against with a value to the Company in excess of $25,00050,000 in any individual instance or $500,000 in the aggregate;
3.21.9 Change 3.15.8 material change in any of the accounting methods or principles used by the Company;
3.21.10 Payment 3.15.9 borrowing of funds or declaration incurring of additional debt for borrowed money or capital lease obligations beyond borrowings under the Company's revolving line of credit with First Security Bank of Idaho, N.A., the maximum amount of which has not been increased; or
3.15.10 agreement, whether oral or written, by the Company to do any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Sources: Share Purchase Agreement (Chiquita Brands International Inc)
Absence of Certain Changes and Events. Except as provided herein or as set forth in Disclosure Schedule 3.213.16, since June September 30, 20062003, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 Change 3.16.1 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 such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 Amendment 3.16.2 amendment to the Organizational Documents of the Company’s Organizational Documents;
3.21.3 Payment 3.16.3 payment or increase by the Company of any bonuses to or any increase in any salariesbonuses, wages, benefits salaries or other compensation of to any Seller, Key Employee, stockholder, director, officer, employeeor employee (other than Key Employees and except in the Ordinary Course of Business), agent or Representative of the Company or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany Seller, director, officer or employee (including Key Employees);
3.21.4 Adoption 3.16.4 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 Planemployee benefit plan for or with any employees of the Company (including Key Employees);
3.21.5 Damage 3.16.5 damage to or destruction or loss of any asset or property owned or used by or in the business of any the Company, whether or not covered by insurance, in an aggregate amount in excess of $25,000;
3.21.6 Entry 3.16.6 entry into, termination of, of or receipt of notice of termination of (a) any license, distributorship, dealer, sales representative, joint venture, credit or similar agreement, or (b) any Contract or transaction outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company of at least $25,00050,000;
3.21.7 Sale 3.16.7 sale (other than sales of inventory in the Ordinary Course of Business), license, lease, lease or other disposition of any asset or property of the Company in excess of $25,000 or mortgage, pledge or imposition of any Encumbrance 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;
3.21.8 Cancellation, settlement, 3.16.8 cancellation or waiver of any claims or rights of or against with a value to the Company in excess of $25,000;
3.21.9 Change 3.16.9 material change in any of the accounting methods or principles used by the Company;; or
3.21.10 Payment 3.16.10 agreement, whether oral or declaration of written, by the Company or any dividends or distributions or other payments Seller to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of do any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.213.16, since June 30, 2006the date of the Balance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business and there has not been any:
3.21.1 3.16.1. Change in the Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares the Shares of capital stock of the either Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by either Acquired Company of any the Shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares the Shares of capital stock;
3.21.2 3.16.2. Amendment to the Organizational Documents of either Acquired Company’s Organizational Documents;
3.21.3 3.16.3. Payment or increase by either Acquired Company of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, director, officer, employee, agent or Representative (except in the Ordinary Course of the Company Business) employee or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee;
3.21.4 3.16.4. 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 Planemployee benefit plan for or with any employees of either Acquired Company;
3.21.5 3.16.5. Damage to or destruction or loss of any asset or property of any the either Acquired Company, whether or not covered by insurance, in excess materially and adversely affecting the properties, assets, business, financial condition, or prospects of $25,000the Acquired Companies, taken as a whole;
3.21.6 3.16.6. 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 outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the either Acquired Company of at least $25,0005,000;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license3.16.7. Sale, lease, or other disposition of any asset or property of the either Acquired Company in excess of $25,000 or mortgage, pledge, or imposition of any Encumbrance on any material asset or property of either Acquired Company, including the Companysale, lease, or other disposition of any of the Registered Rights and Proprietary Information (as defined in Section 3.22);
3.21.8 Cancellation, settlement, 3.16.8. Cancellation or waiver of any claims or rights of or against the with a value to either Acquired Company in excess of $25,0005,000;
3.21.9 Change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 3.16.9. Material change in the conduct accounting methods used by either Acquired Company; or
3.16.10. Agreement, whether oral or nature of written, by either Acquired Company to do any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Sources: Acquisition Agreement (Carnegie International Corp)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.212.21, since June 30the date of the Interim Financial Statements, 2006, each of the Company and its Subsidiaries has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 2.21.1 Change in the Company's ’s or any Subsidiary’s authorized or issued capital stock; Units, equity securities, grant of any stock option or right to purchase shares of capital stock Units or equity interests of the Company; issuance of Company or any security convertible into such capital stock; grant of any registration rights; Subsidiary, or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockUnits or equity securities;
3.21.2 2.21.2 Amendment to the Company’s Organizational DocumentsDocuments of the Company or any Subsidiary;
3.21.3 2.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholdermember, director, officer, employee, agent or Representative of the Company or any Subsidiary or entry into any employment or severance agreement or arrangement, or any other Contract with such Person, other than in the Ordinary Course of Business, consistent with past practice;
3.21.4 2.21.4 Payment or accrual of any bonuses, commissions or other distributions to any Seller or any Affiliate or relative of any Seller, except as provided pursuant to any agreement between the Company and such Seller and disclosed on Schedule 2.21;
2.21.5 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;
3.21.5 2.21.6 Damage to or destruction or loss of any asset or property of the Company or any the CompanySubsidiary, whether or not covered by insurance, in excess of $25,0005,000;
3.21.6 2.21.7 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company or any Subsidiary of at least $25,0005,000;
3.21.7 2.21.8 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company or any Subsidiary in excess of $25,000 5,000 or imposition of any Encumbrance on any asset or property of the CompanyCompany or any Subsidiary;
3.21.8 2.21.9 Cancellation, settlement, or waiver of any claims or rights of or against the Company or any Subsidiary in excess of $25,0005,000;
3.21.9 2.21.10 Change in any of the accounting methods or principles used by the CompanyCompany or any Subsidiary;
3.21.10 2.21.11 Entry into of any Contract by the Company or any Subsidiary to do any of the foregoing;
2.21.12 Sale or transfer of any portion of the Company’s or any Subsidiary’s assets or property that would be material to any of the Company or the Subsidiaries, individually or taken as a whole, except for sales of its inventory and transfers of cash in payment of trade payables, all in the Ordinary Course of Business;
2.21.13 Loss, or any interruption in use, of any assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God;
2.21.14 Payment or declaration of any dividends or distributions or other payments to its Shareholders members or Affiliates, other than normal employment compensation paid in the ordinary course Ordinary Course of businessBusiness;
3.21.11 2.21.15 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course Ordinary Course of business Business and whether or not the change had a Material Adverse Effect;
2.21.16 Payment of accounts payable or delay in collection of accounts receivables, in each case other than in the Ordinary Course of Business;
2.21.17 Hiring of any employee who has an annual salary of $ 75,000 or more;
2.21.18 Termination of any employee who had an annual salary of $75,000 or more; or
2.21.19 Without limitation by the enumeration of any of the foregoing, entered into any material transaction other than in the Ordinary Course of Business. The foregoing representations and warranties shall not be deemed to be breached by virtue of the entry by Sellers into this Agreement or their consummation of the Contemplated Transactions.
Appears in 1 contract
Sources: Limited Liability Company Ownership Interest Purchase Agreement (Generex Biotechnology Corp)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21Part 3.1.15 of the Disclosure Letter, since June 30, 2006the date of the Company Interim Balance Sheet, the Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 Change in (1) payment or increase by the Company's authorized or issued capital stock; grant Company 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; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 Amendment to the Company’s Organizational Documents;
3.21.3 Payment of any bonuses to or any increase in any salariesbonuses, wages, benefits salaries or other compensation of to any stockholdershareholder, director, officer, employee, agent officer or Representative (except in the Ordinary Course of the Company Business) employee or entry into any employment employment, severance or severance agreement or arrangement, or any other similar Contract with such Personany director, officer or employee;
3.21.4 Adoption (2) amendment to the Organizational Documents of the Company;
(3) 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 Planemployee benefit plan for or with any employees of the Company;
3.21.5 Damage (4) damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess adversely affecting the properties, assets, business, financial condition or prospects of $25,000the Company that would be reasonably expected to have a material adverse effect;
3.21.6 Entry (5) entry into, termination of, or receipt of notice of termination of of, (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar agreement or (ii) any Contract or transaction outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (6) (other than sales of inventory in the Ordinary Course of Business)) sale, license, lease, lease or other disposition of any material asset or property of the Company in excess of $25,000 or mortgage, pledge or imposition of any Encumbrance lien or other Encumbrance, other than the Permitted Liens, on any material asset or property of the Company, including the sale, lease or other disposition of any of the Intellectual Property Assets;
3.21.8 Cancellation, settlement, (7) cancellation or waiver of any claims or rights of or against with a value to the Company in excess of $25,000;
3.21.9 Change (8) change in any of the accounting methods or principles used by the Company;; or
3.21.10 Payment (9) agreement, whether oral or declaration of written, by the Company to do any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.212.21, since June 30December 31, 20062005, the each Acquired Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 2.21.1 Change in the Company's any Acquired Companies’ authorized or issued capital stock; equity security, grant of any stock option or right to purchase equity shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; , or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockequity security;
3.21.2 2.21.2 Amendment to the Organizational Documents of any Acquired Company’s Organizational Documents;
3.21.3 2.21.3 Payment of any bonuses to or any increase in any salaries, wages, benefits or other compensation of any stockholdermember, director, officer, employee, agent or Representative of the any Acquired Company or entry into any employment or severance agreement or arrangement, or any other Contract with such Person;
3.21.4 2.21.4 Payment or accrual of any bonuses, commissions or other distributions to any Seller or any Affiliate or relative of any Seller, except as provided pursuant to any agreement between the Company and such Seller and disclosed on Schedule 2.21;
2.21.5 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;
3.21.5 2.21.6 Damage to or destruction or loss of any asset or property of any the Acquired Company, whether or not covered by insurance, in excess of $25,0005,000;
3.21.6 2.21.7 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the any Acquired Company of at least $25,0005,000;
3.21.7 2.21.8 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the any Acquired Company in excess of $25,000 5,000 or imposition of any Encumbrance on any asset or property of the any Acquired Company;
3.21.8 2.21.9 Cancellation, settlement, or waiver of any claims or rights of or against the any Acquired Company in excess of $25,0005,000;
3.21.9 2.21.10 Change in any of the accounting methods or principles used by the any Acquired Company;
3.21.10 2.21.11 Entry into of any Contract by any Acquired Company to do any of the foregoing;
2.21.12 Sale or transfer of any portion of the Acquired Companies assets or property that would be material to any of the Company or the Subsidiaries, individually or taken as a whole, except for sales of its inventory and transfers of cash in payment of trade payables, all in the Ordinary Course of Business;
2.21.13 Loss, or any interruption in use, of any assets or property (whether or not covered by insurance), on account of fire, flood, riot, strike or other hazard or Act of God;
2.21.14 Payment or declaration of any dividends or distributions or other payments to its Shareholders members or Affiliates, other than normal employment compensation paid in the ordinary course Ordinary Course of businessBusiness;
3.21.11 2.21.15 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course Ordinary Course of business Business and whether or not the change had a Material Adverse Effect;
2.21.16 Payment of accounts payable or delay in collection of accounts receivables, in each case other than in the Ordinary Course of Business;
2.21.17 Hiring of any employee who has an annual salary of $ 75,000 or more;
2.21.18 Termination of any employee who had an annual salary of $75,000 or more; or
2.21.19 Without limitation by the enumeration of any of the foregoing, entered into any material transaction other than in the Ordinary Course of Business. The foregoing representations and warranties shall not be deemed to be breached by virtue of the entry by Sellers into this Agreement or their consummation of the Contemplated Transactions.
Appears in 1 contract
Sources: Limited Liability Company Ownership Interest Purchase Agreement (Arcadia Resources, Inc)
Absence of Certain Changes and Events. Except as set forth in on Schedule 3.213.15 of the Schedule of Exceptions, since June 30, 2006the date of the Balance Sheet, the Company has conducted its business only in the Ordinary Course ordinary course of Business business and there has not been any:
3.21.1 Change 3.15.1. 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;
3.21.2 Amendment 3.15.2. amendment to the Organizational Documents of the Company’s Organizational Documents;
3.21.3 Payment 3.15.3. payment or increase by the Company of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholdershareholder, director, officer, employee, agent or Representative (except in the ordinary course of the Company business) employee or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee;
3.21.4 Adoption 3.15.4. 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 Planemployee benefit plan for or with any employees of the Company;
3.21.5 Damage 3.15.5. damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,000insurance having a Material Adverse Effect;
3.21.6 Entry 3.15.6. 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 outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company of at least Ten Thousand Dollars ($25,00010,000);
3.21.7 Sale 3.15.7. sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 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;
3.21.8 Cancellation, settlement, 3.15.8. cancellation or waiver of any claims or rights of or against with a value to the Company in excess of Ten Thousand Dollars ($25,00010,000);
3.21.9 Change 3.15.9. material change in any of the accounting methods or principles used by the Company;; or
3.21.10 Payment 3.15.10. agreement, whether oral or declaration of written, by the Company to do any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21Part 3.15 of the Disclosure Schedule, since June 30December 31, 20062003, the Company RTI has conducted its business businesses only in the Ordinary Course of Business and there has not been any:
3.21.1 Change 3.15.1 change in the CompanyRTI's authorized or issued capital stock; ;
3.15.2 grant of any stock option or right to purchase shares of capital stock of the CompanyRTI; issuance of any security convertible into such capital stock; ;
3.15.3 grant of any registration rights; ;
3.15.4 purchase, redemption, retirement, or other acquisition by RTI of any shares of any such capital stock;
3.15.5 declaration or payment of any dividend or other distribution or payment in respect of shares of its capital stock;
3.21.2 Amendment 3.15.6 amendment to the Company’s Organizational DocumentsDocuments of RTI;
3.21.3 Payment 3.15.7 payment or increase by RTI of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholdershareholder, director, officer, employee, agent or Representative (except in the Ordinary Course of the Company Business) employee or entry into any employment or severance agreement or arrangementemployment, severance, or similar contract with any other Contract with such Persondirector, officer, shareholder, or employee;
3.21.4 Adoption 3.15.8 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 Planemployee benefit plan for or with any employees of RTI;
3.21.5 Damage 3.15.9 damage to or destruction or loss of any asset or property of any the CompanyRTI, whether or not covered by insurance, that would result in excess of $25,000a Material Adverse Effect;
3.21.6 Entry 3.15.10 entry into, termination of, or receipt of notice of termination of (a) any Contract license, distributorship, dealer, sales representative, joint venture, credit, or transaction outside the Ordinary Course of Business similar agreement or which involves (b) any contracts or transactions involving a total remaining commitment by or to RTI of $15,000 or more, in the Company of at least $25,000aggregate;
3.21.7 Sale 3.15.11 sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 RTI or mortgage, pledge, or imposition of any Encumbrance lien or other encumbrance on any material asset or property of RTI, including the Companysale, lease, or other disposition of any of the Intellectual Property Assets;
3.21.8 Cancellation, settlement, 3.15.12 cancellation or waiver of any claims or rights of or against the Company with an aggregate value to RTI in excess of $25,00015,000;
3.21.9 Change 3.15.13 material change in the accounting methods used by RTI; or
3.15.14 agreement in writing by RTI to do any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Sources: Agreement of Merger and Plan of Reorganization (Island Pacific Inc)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21, since June Since September 30, 2006------------------------------------- 1999, the Company has conducted its business only in the Ordinary Course of Business and there has not been anybeen:
3.21.1 Change (a) Any transaction involving more than $20,000 entered into by Company other than in the ordinary course of business; any change (or any development or combination of developments of which Company or the Principal Shareholders has knowledge which is reasonably likely to result in such a change) in Company's authorized Business Condition, other than changes in the ordinary course of business which in the aggregate have not been materially adverse to Company's Business Condition; or, without limiting the foregoing, any loss of or issued capital stock; grant of damage to any stock option or right to purchase shares of capital stock of the Company; issuance properties of Company due to fire or other casualty, or any security convertible into such capital stock; grant of any registration rights; other loss, whether or declaration not insured, amounting to more than $20,000 in the aggregate;
(b) Any declaration, payment, or payment setting aside of any dividend or other distribution to or payment in respect for the holders of shares of capital stockany Company Common Shares;
3.21.2 Amendment (c) Any termination, modification, or rescission of, or waiver by Company of rights under, any existing contract having or likely to the have a material adverse effect on Company’s Organizational Documents's Business Condition or any other contract or arrangement with an Internet portal or distributor;
3.21.3 Payment (d) Any discharge or satisfaction by Company of any bonuses to lien or any increase in any salaries, wages, benefits or other compensation of any stockholder, director, officer, employee, agent or Representative of the Company or entry into any employment or severance agreement or arrangementencumbrance, or any payment of any obligation or liability (absolute or contingent) other Contract with such Person;
3.21.4 Adoption of, or increase than current liabilities shown on the balance sheet included in the payments to or benefits underFinancial Statements as of September 30, any profit sharing1999 and current liabilities incurred since September 30, bonus, deferred compensation, savings, insurance, pension, retirement, or other Employee Benefit Plan;
3.21.5 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, in excess of $25,000;
3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000;
3.21.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or imposition of any Encumbrance on any asset or property of the Company;
3.21.8 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000;
3.21.9 Change in any of the accounting methods or principles used by the Company;
3.21.10 Payment or declaration of any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid 1999 in the ordinary course of business;; or
3.21.11 Material change in the conduct or nature (e) Any mortgage, pledge, imposition of any aspect security interest, claim, encumbrance, or other restriction on any of the Businessassets, whether tangible or not made in the ordinary course intangible, of business and whether or not the change had a Material Adverse Effect;Company.
Appears in 1 contract
Sources: Merger Agreement (Expedia Inc)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.212.17, since June 30December 31, 20061998, the each Acquired Company has conducted its business only in the Ordinary Course of Business and there has not been any:
3.21.1 2.17.1 Change in the any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock;
3.21.2 2.17.2 Amendment to the Organizational Documents of any Acquired Company’s Organizational Documents;
3.21.3 2.17.3 Payment or increase by any Acquired Company of any bonuses to or any increase in any bonuses, salaries, wages, benefits or other compensation of to any stockholder, director, officer, employee, agent or Representative of the Company employee or entry into any employment or severance agreement or arrangementemployment, severance, or any other similar Contract with such Personany director, officer, or employee;
3.21.4 2.17.4 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;
3.21.5 2.17.5 Damage to or destruction or loss of any asset or property of any the Acquired Company, whether or not covered by insurance, in excess of $25,00010,000;
3.21.6 2.17.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,00010,000;
3.21.7 2.17.7 Sale (other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 10,000 or imposition of any Encumbrance on any asset or property of the any Acquired Company;
3.21.8 2.17.8 Cancellation, settlement, or waiver of any claims or rights of or against the any Acquired Company in excess of $25,00010,000;
3.21.9 2.17.9 Change in any of the accounting methods or principles used by the any Acquired Company;; or
3.21.10 Payment or declaration of 2.17.10 The entry into any dividends or distributions or other payments Contract by any Acquired Company to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of do any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Physicians Capital Inc)
Absence of Certain Changes and Events. Except as set forth in Schedule 3.21the Interim Financial Statements or in Section 3.15 of the Disclosure Schedule, since June 30October 31, 20061997, the Company has conducted its business businesses only in the Ordinary Course ordinary course of Business business and there has not been any:
3.21.1 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; or (a) declaration or payment of any dividend or other distribution or repurchase or payment in respect of shares of capital stockstock (other than as expressly permitted by Section 5.9 hereof);
3.21.2 Amendment to the Company’s Organizational Documents(b) issuance or sale or authorization for issuance or sale, or grant of any options with respect to, any shares of its capital stock or any other type of its securities, or any change in its outstanding shares of capital stock or other ownership interests or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividends or otherwise;
3.21.3 Payment (c) payment or increase by the Company of any bonuses to or any increase in any salariesbonus, wages, benefits salary or other compensation of to any stockholder, director, officer, employee, agent consultant or Representative (except in the ordinary course of the Company business consistent with past practice) employee or entry into any employment employment, severance or severance agreement or arrangement, or any other similar Contract with such Personany director, officer or employee;
3.21.4 Adoption (d) 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 Planemployee benefit plan for or with any employees of the Company;
3.21.5 Damage (e) damage to or destruction or loss of any customer, asset or property of any the Company, whether or not covered by insurance, in excess of $25,000which could reasonably be expected to have a Material Adverse Effect on the Company;
3.21.6 Entry into, (f) termination or modification of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves involving a total remaining commitment by or to the Company of at least $25,00050,000, except for terminations of Contracts upon their expiration during such period in accordance with their terms;
3.21.7 Sale (other than sales g) incurrence or assumption of inventory any indebtedness for borrowed money or guarantee of any obligation of the net worth of any Person, except for endorsements of negotiable instruments for collection in the Ordinary Course ordinary course of Business), licensebusiness and except pursuant to existing lines of credit with third party lenders as set forth in Section 3.15 of the Disclosure Schedule;
(h) sale, lease, or other disposition (other than in the ordinary course of business) of any asset or property of the Company in excess of $25,000 or mortgage, pledge or imposition of any Encumbrance on any asset or property of the CompanyCompany with a fair market value in excess of $50,000;
3.21.8 Cancellation, settlement, (i) cancellation or waiver of any claims or rights of or against with a value to the Company in excess of $25,00050,000;
3.21.9 Change (j) material change in any of the accounting methods or principles used by the Company;; or
3.21.10 Payment (k) agreement, whether oral or declaration of written, by the Company to do any dividends or distributions or other payments to its Shareholders or Affiliates, other than normal employment compensation paid in the ordinary course of business;
3.21.11 Material change in the conduct or nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Adverse Effect;foregoing.
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Sources: Merger Agreement (Kroll O Gara Co)