Common use of Absence of Certain Changes or Events Clause in Contracts

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Shell Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Shell Company from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Shell Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Shell Company Material Adverse Effect; (c) any waiver or compromise by the Parent Shell Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentShell Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Shell Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Shell Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the ParentShell Company; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Shell Company with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentShell Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Shell Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentShell Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentShell Company; (k) any alteration of the ParentShell Company’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Shell Company stock option plans; or (m) any arrangement or commitment by the Parent Shell Company to do any of the things matters described in this Section 4.084.19.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s 's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s 's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent SEC Documents or in Part 3.5 of the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to between March 31, 2007 and the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) there has not been any change in event that has had a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, and to the assets, liabilities, financial condition or operating results actual knowledge of the Chief Executive Officer, Chief Financial Officer and General Counsel of Parent, there is no tangible evidence in Parent’s possession of any events that Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that reasonably expects to have not caused, in the aggregate, a Parent Material Adverse EffectEffect on Parent and its Subsidiaries, taken as a whole; (b) there has not been any damage, destruction or material loss, damage or destruction to, or any material interruption in the use of, any of the assets of any of Parent or any of its Subsidiaries (whether or not covered by insurance, ) that would have has had a Parent Material Adverse EffectEffect on Parent and its Subsidiaries taken as a whole; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge consistent with past practices, none of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; Subsidiaries has (i) any loans or guarantees made by the Parent to or for the benefit of its employeesdeclared, officers or directorsaccrued, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting set aside or payment paid any dividend or made any other distribution in respect of any shares of the Parent’s capital stock, or (ii) repurchased, redeemed or otherwise reacquired any direct or indirect redemption, purchase, shares of capital stock or other acquisition securities (other than in connection with the termination of any of such stock by the Parentemployment or engagement); (kd) Parent has not effected or been a party to any alteration recapitalization, reclassification of the Parent’s method of accounting shares, stock split, reverse stock split or the identity of its auditorssimilar transaction or any merger, consolidation, share exchange, or business combination; (le) Parent has not received any issuance written offer, proposal, inquiry or indication of equity securities to interest or held substantive discussions regarding any officer, director or affiliate, except pursuant to existing Parent stock option plans; orAcquisition Transaction; (mf) none of Parent or any arrangement of its Subsidiaries has acquired any equity interest or commitment by the other interest in any other Entity; (g) none of Parent or any of its Subsidiaries has agreed or committed to do take any of the things described actions referred to in this Section 4.08clauses “(c)” through “(f)” above.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleCompany Financial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince June 30, 2009, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company to or for the benefit of its employees, officers or directors, or any members Shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jh) any declaration, setting aside or payment or other distribution in respect of any of material alteration to the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any capital shares; (j) any issuance of equity securities capital shares to any officer, director director, manager or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent Company to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in Schedule 4.08 in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2023 to the date of this Agreement, the Parent and each Parent Subsidiary has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent or any Parent Subsidiary from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent or any Parent Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the ParentParent or any Parent Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent, or any Parent Subsidiary or any of its assets their respective assets, is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentParent or any Parent Subsidiary; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentParent or any Parent Subsidiary, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s or such Parent Subsidiary’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent or any Parent Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s or any Parent Subsidiary’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentParent or any Parent Subsidiary; (k) any alteration of the Parent’s or any Parent Subsidiary’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaffiliate (as defined in the Securities Act); or (m) any arrangement or commitment by the Parent or any Parent Subsidiary to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Stockholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents September 30, 2011 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Members or any purchase, redemption or agreements to purchase or redeem any Membership Interest; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleOTC Documents, from the date of the most recent audited financial statements included in the filed Parent SEC OTC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC OTC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or Reports, and in connection with this Agreement and the Parent Disclosure ScheduleTransactions, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Acquiror Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Acquiror Company from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Acquiror Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Acquiror Company Material Adverse Effect; (c) any waiver or compromise by the Parent Acquiror Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentAcquiror Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Acquiror Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Acquiror Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentAcquiror Company; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Acquiror Company with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentAcquiror Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Acquiror Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentAcquiror Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentAcquiror Company; (k) any alteration of the ParentAcquiror Company’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Acquiror Company stock option plans; or (m) any arrangement or commitment by the Parent Acquiror Company to do any of the things described in this Section 4.08.Section

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent;; or (k) any alteration of the Parent’s method of accounting or the identity of its auditors;; or (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent UCP Disclosure Letter or the SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included in of UCP (the filed Parent SEC Documents “UCP Financial Statements”) to the date of this Agreement, the Parent UCP has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent UCP from that reflected in the Parent SEC DocumentsUCP Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent UCP Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent UCP Material Adverse Effect; (c) any waiver or compromise by the Parent UCP of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentUCP, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent UCP Material Adverse Effect; (e) any material change to a material Contract by which the Parent UCP or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentUCP; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, UCP with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentUCP’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent UCP to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentUCP’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentUCP; (k) any alteration of the ParentUCP’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent UCP stock option plans; or (m) any arrangement or commitment by the Parent UCP to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Financial Statements or Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince June 30, the 2009, Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsUnaudited Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members Shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Company SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent Company SEC Documents to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Company from that reflected in the Parent Company SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the ParentCompany, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentCompany; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentCompany, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentCompany’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentCompany; (k) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (m) any arrangement or commitment by the Parent Company to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent CYIX has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent CYIX from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent CYIX Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent CYIX Material Adverse Effect; (c) any waiver or compromise by the Parent CYIX of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCYIX, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent CYIX Material Adverse Effect; (e) any material change to a material Contract by which the Parent CYIX or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentCYIX; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, CYIX with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentCYIX’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent CYIX to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentCYIX’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentCYIX; (k) any alteration of the ParentCYIX’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent CYIX stock option plans; or (m) any arrangement or commitment by the Parent CYIX to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed set forth on Schedule 3.22 in the filed Parent SEC Documents or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2023 to the date of this Agreement, the Parent Company and each Company Subsidiary has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that Company or any Company Subsidiary as reflected in the Parent SEC DocumentsCompany Financial Statements of the Company, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance Lien or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company, or any Company Subsidiary or any of its assets their respective assets, is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentCompany or any Company Subsidiary; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentCompany’s or any Company Subsidiary’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentCompany or any Company Subsidiary; (k) any alteration of the ParentCompany’s or any Company Subsidiary’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaffiliate (as defined in the Securities Act); or (m) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans of the Parent; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (ih) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (ji) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kj) any alteration of the Parent’s method of accounting or the identity of its auditors; (lk) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans of the Parent; or (ml) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in Since the Parent Disclosure ScheduleAccounting Date, from the date of the most recent audited financial statements included except as contemplated in the filed Parent SEC Documents this Agreement or otherwise disclosed to the date of this AgreementCompany, neither the Parent has conducted nor any of its business only in the ordinary course, and during such period there has not beensubsidiaries has: (a) incurred any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes other than liabilities incurred in the ordinary course of business that have not causedconsistent with past practice or in connection with the Merger, or discharged or satisfied any lien, or paid any liabilities, other than in the aggregateordinary course of business consistent with past practice, a or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any Parent Material Adverse Effect; (b) sold, encumbered, assigned or transferred any material fixed assets or properties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of the Parent or any of its Subsidiaries to any lien of any nature whatsoever; (d) made or suffered any amendment or termination of any Parent Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend, or made or agreed to make any other distribution or payment in respect of any Parent Securities or redeemed, purchased or otherwise acquired, or agreed to redeem, purchase or acquire any Parent Securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that would have has had a Parent Material Adverse Effect; (cg) suffered any waiver Parent Material Adverse Effect (financial or compromise otherwise); (h) there has not been any material increase in or modification of the compensation payable to or to become payable by the Parent or any of a valuable right its Subsidiaries to any of their respective Employees or any grant to any such Employee of a material debt owed to itany increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants; (di) made commitments or agreements for capital expenditures or capital additions or betterments exceeding $250,000; (j) entered into any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except transaction other than in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement consistent with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent;past practice; or (k) any alteration of the Parent’s method of accounting agreed, whether in writing or the identity of its auditors; (l) any issuance of equity securities to any officerorally, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08foregoing.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Premier SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent Premier SEC Documents to the date of this Agreement, the Parent has Premier, conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Premier from that reflected in the Parent Premier SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Premier Material Adverse Effect; (c) any waiver or compromise by the Parent Premier of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentPremier, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Premier Material Adverse Effect; (e) any material change to a material Contract by which the Parent Premier or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentPremier; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentPremier, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s Premier ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Premier to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s Premier capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentPremier; (k) any alteration of the Parent’s Premier method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent Premier to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Schedule 4.12 (a) since September 30, 2019, (i) there has been no material adverse change in the condition, financial or otherwise, of the business the Parent SEC Documents or its assets or properties, or in the Parent Disclosure Scheduleprospects thereof or therefor; (ii) since September 30, from the date 2019 none of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, its assets or properties or the Parent has been adversely affected in any material way by, or sustained any material loss, whether or not insured, as a result of any fire, flood, accident, explosion, strike, labor disturbance, riot, act of God or the public enemy or other calamity or casualty. To the knowledge of Parent, except as previously disclosed to Company in writing pursuant to this Agreement and since September 30, 2019, Parent (i) has not become involved in any unresolved labor trouble or dispute which materially and adversely affects the Parent’s (ii) has not become a party to any collective bargaining agreement, and (iii) has not suffered any liability, judgment, lien or termination of contract or the imposition of any obligation, the effect of which shall be materially adverse to the Parent’s business or its assets or properties; (iii) there has not been any change, event or development having, or that could be reasonably expected to have, individually or in the aggregate, a material adverse effect on Parent and its Subsidiaries taken as a whole, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to Parent and its Subsidiaries but also generally affect other persons who participate or are engaged in the lines of business in which Parent and its Subsidiaries participate or are engaged and (iv) between such date and the date hereof Parent and its Subsidiaries have conducted its business their respective businesses only in the ordinary course, and during such period there has not been: (a) any change course consistent with past practice or as contemplated in connection with this Agreement. Without limiting the assets, liabilities, financial condition or operating results generality of the foregoing, since September 30, 2019, Parent from that reflected in the Parent SEC Documents, except changes and Subsidiaries have operated their respective businesses in the ordinary course of business that have in all material respects and there has not causedbeen, in with respect to the aggregatebusinesses, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except and other than in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.any:

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. (a) Except as contemplated by this Agreement, as disclosed in the filed Parent SEC Documents Reports filed on or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to before the date of this Agreement, the Parent has conducted its business only Agreement or as disclosed in the ordinary course, and during such period there has not been: (aSection 4.8(a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in Disclosure Letter, since December 31, 2002, Parent and the Parent SEC Documents, except changes Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business business, and there has not been any event or occurrence of any condition that have not causedhas had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect;. (b) any damageExcept as contemplated by this Agreement, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by as disclosed in the Parent SEC Reports filed on or before the date of a valuable right this Agreement or as disclosed in Section 4.8(b) of a the Parent Disclosure Letter, between December 31, 2002 and the date of this Agreement, Parent and the Parent Subsidiaries have conducted their respective businesses in all material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except respects in the ordinary course of business business, and the satisfaction or discharge of which would there has not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; been (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment of any dividend or any other distribution in with respect of to any of the Parent’s capital stockstock of Parent or any Parent Subsidiary, (ii) any material change in accounting methods, principles or practices employed by Parent or (iii) any action of the type described in Sections 5.2(b)(ii) or 5.2(c)(i) which, had such action been taken after the date of this Agreement, would be in material violation of any such Section. (c) Except as contemplated by this Agreement, as disclosed in the Parent SEC Reports filed on or before the date of this Agreement or as disclosed in Section 4.8(c) of the Parent Disclosure Letter, since March 31, 2003, no action has been taken by or on behalf of the Parent or any Parent Subsidiary (i) to accelerate the vesting of any Parent Options, (ii) to adopt, amend or terminate, or agree to adopt, amend or terminate, in any material respect, any Parent Benefit Plan, (iii) to increase the salary, incentive compensation, deferred compensation rights, or any direct other benefits of any director or indirect redemption, purchaseExecutive Officer of Parent or any Parent Subsidiary, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to agree to any officersuch increase in the future, (iv) to enter into, amend or modify any written obligation to provide a financial accommodation to any Executive Officer or director of Parent or affiliateany Parent Subsidiary or to agree in writing to provide, except pursuant amend or modify any such accommodation in the future or (v) to existing amend or modify any employment agreement or policy relating to any Executive Officer or director of Parent stock option plans; or (m) or any arrangement Parent Subsidiary, or commitment by to agree to any such amendment or modification in the Parent to do any of the things described in this Section 4.08future.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Leading Asia Financial Statements or in the Parent Leading Asia Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents September 30, 2009 to the date of this Agreement, the Parent has Leading Asia and its subsidiaries have conducted its their business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsLeading Asia or any of its subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Leading Asia Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Leading Asia Material Adverse Effect; (c) any waiver or compromise by the Parent Leading Asia or any of its subsidiaries of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentLeading Asia or any of its subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Leading Asia Material Adverse Effect; (e) any material change to a material Contract by which the Parent Leading Asia or any of its subsidiaries or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentLeading Asia or any of its subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s Leading Asia's or its subsidiaries' ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Leading Asia or any of its subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s Leading Asia's method of accounting or the identity of its auditors; (li) any issuance declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any Leading Asia Stock; (j) any issuance, sale, disposition or encumbrance of equity securities to any officer, director or affiliate, except pursuant to existing Parent or any change in their outstanding shares of capital stock option plansor their capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; or (mk) any arrangement or commitment by the Parent Leading Asia or any of its subsidiaries to do any of the things described in this Section 4.083.23.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleTarget Financial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 31, 2008 to the date of this Agreement, the Parent has Target and its Subsidiaries have conducted its business their respective businesses only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsTarget or any of its Subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse EffectEffect on the Target; (b) any damage, destruction or lossloss to, or any material interruption in the use of, any of the assets of the Target or any of its Subsidiaries (whether or not covered by insurance, ) that would has had or could reasonably be expected to have a Parent Material Adverse EffectEffect on the Target; (c) any waiver or compromise by the Parent Target or any of its Subsidiaries of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the ParentTarget or any of its Subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse EffectEffect on the Target; (e) any material change to a material Contract by which the Parent Target or any of its Subsidiaries or any of their respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentTarget or any of its Subsidiaries, with respect to any of its their respective material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parentsuch entity’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Target or any of its Subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jh) any alteration of the method of accounting, accounting practice or the identity of auditors of the Target or any of its Subsidiaries; (i) any declaration, setting accrual, set aside or payment of dividend or any other distribution of cash or other distribution property in respect of any shares of capital stock of the Parent’s Target or any of its Subsidiaries or any purchase, redemption or agreements to purchase or redeem by the Target or any of its Subsidiaries of any shares of capital stockstock or other securities; (j) any sale, issuance or grant, or any direct authorization of the issuance of equity securities of the Target or indirect redemption, purchase, or other acquisition of any of such its Subsidiaries , except pursuant to existing stock by option plans of the ParentTarget or any of its Subsidiaries ; (k) any alteration amendment to any Target Constituent Instruments, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction involving the Parent’s method of accounting Target or the identity any of its auditorsSubsidiaries ; (l) any issuance creation of any Subsidiary of the Target or acquisition by the Target or any of its Subsidiaries of any equity securities to interest or other interest in any officer, director or affiliate, except pursuant to existing Parent stock option plans; orother Person; (m) any material Tax election by the Target or any of its Subsidiaries ; (n) any commencement or settlement of any Actions (as defined below) by the Target or any of its Subsidiaries; or (o) any negotiations, arrangement or commitment by the Parent Target or any of its Subsidiaries to do any of the things described in this Section 4.088.10.

Absence of Certain Changes or Events. Except in connection with the Transactions or the sale of debentures to FLM Holdings LLC (the “Bridge Financings”), pursuant to securities purchase agreements dated September 22, 2010, September 29, 2010, and October 29, 2010, and as disclosed in the filed Parent SEC Documents or in the Parent Company Disclosure Schedule, from the August 27, 2010 (date of the most recent audited financial statements included in the filed Parent SEC Documents inception) to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do does not materially impair the ParentCompany’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent Company to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents (i.e., the financial statements for the period ended and as at December 31, 2013) to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsDisclosure Schedule, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable material right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent SEC Documents or in the Parent YzApp Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in of YzApp (the filed Parent SEC Documents “YzApp Financial Statements”) to the date of this Agreement, the Parent YzApp has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent YzApp from that reflected in the Parent SEC DocumentsYzApp Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent YzApp Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent YzApp Material Adverse Effect; (c) any waiver or compromise by the Parent YzApp of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentYzApp, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent YzApp Material Adverse Effect; (e) any material change to a material Contract by which the Parent YzApp or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentYzApp; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, YzApp with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the Parent’s YzApp's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent YzApp to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s YzApp's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentYzApp; (k) any alteration of the Parent’s YzApp's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent YzApp stock option plans; or (m) any arrangement or commitment by the Parent YzApp to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2007 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in Company or the Parent SEC DocumentsCompany Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or the Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or the Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or the Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Company or the Company Subsidiary with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentCompany’s or the Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or the Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of any dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Company Shares option plans; or (mk) any arrangement or commitment by the Parent Company or the Company Subsidiary to do any of the things described in this Section 4.083.24.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Scheduleon Schedule 4.08, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, prospects, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject, except for the waiver of compensation due ▇▇▇▇▇▇▇▇ ▇▇▇▇; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jh) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (ki) any alteration of the Parent’s method of accounting or the identity of its auditors; (lj) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans, to ▇▇▇▇ ▇▇▇▇▇ under an Exchange Agreement or 50 million Restricted Units issued to ▇▇▇▇▇▇▇▇ ▇▇▇▇; or (mk) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Dynasty has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Dynasty from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Dynasty Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Dynasty Material Adverse Effect; (c) any waiver or compromise by the Parent Dynasty of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentDynasty, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Dynasty Material Adverse Effect; (e) any material change to a material Contract by which the Parent Dynasty or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentDynasty; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Dynasty with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentDynasty’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Dynasty to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentDynasty’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentDynasty; (k) any alteration of the ParentDynasty’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Dynasty stock option plans; or (m) any arrangement or commitment by the Parent Dynasty to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleANC Financial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents April 30, 2009 to the date of this Agreement, the Parent ANC has conducted its business only in the ordinary course, and during such period there that has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsANC, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent an ANC Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent an ANC Material Adverse Effect; (c) any waiver or compromise by the Parent ANC of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentANC, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent an ANC Material Adverse Effect; (e) any material change to a material Contract by which the Parent ANC or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentANC, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentANC’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent ANC to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentANC’s method of accounting or the identity of its auditors; (li) any issuance declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any ANC Stock; (j) any issuance, sale, disposition or encumbrance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock ANC Stock option plans, or any change in their outstanding shares of capital stock or their capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; or (mk) any arrangement or commitment by the Parent ANC to do any of the things described in this Section 4.083.21.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.7.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (lI) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Preferred Stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in otherwise set forth on Schedule 5.06 of the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed since June 30, 2004, Parent SEC Documents to the date of this Agreement, and the Parent has Subsidiaries have conducted its business their businesses only in the ordinary coursecourse consistent with past practice and, and during since such period date, there has not been: been (ai) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; , (bii) any damage, destruction event that could reasonably be expected to prevent or loss, whether or not covered materially delay the performance of Parent’s obligations pursuant to this Agreement and the consummation of the Merger by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (eiii) any material change to a material Contract by which the Parent in its accounting methods, principles or any of its assets is bound or subject; practices, (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jiv) any declaration, setting aside or payment of any dividend or other distribution in respect of any the shares of the Parent’s capital stock, Parent Common Stock or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock Parent’s securities, other than unvested shares of Parent Common Stock repurchased by the Parent; , at the original price paid per share, from employees, consultants and directors upon the termination of their service relationship with the Parent or any Parent Subsidiary, (kv) any alteration issuance or sale of any stock, notes, bonds or other securities other than pursuant to the exercise of stock options currently outstanding or hereafter granted under the Parent Stock Plans or purchase rights currently outstanding or hereafter granted under the Parent ESPP, or entering into any agreement with respect thereto, (vi) any amendment to the Parent’s method certificate of accounting incorporation or bylaws, (vii) other than in the ordinary course of business consistent with past practices, any (a) purchase, sale, assignment or transfer of any material assets, (b) mortgage, pledge or the identity institution of its auditors; (l) any issuance of equity securities to lien, encumbrance or charge on any officermaterial assets or properties, director tangible or affiliateintangible, except pursuant to existing for liens for taxes not yet delinquent and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Parent stock option plans; or Material Adverse Effect, or (mc) waiver of any arrangement rights of material value or commitment by the Parent to do cancellation or any of the things described in this Section 4.08.material debts or claims,

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleOssen Financial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2009 to the date of this Agreement, the Parent Ossen has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsOssen or any of its subsidiaries, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Ossen Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Ossen Material Adverse Effect; (c) any waiver or compromise by the Parent Ossen or any of its subsidiaries of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentOssen or any of its subsidiaries, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Ossen Material Adverse Effect; (e) any material change to a material Contract by which the Parent Ossen or any of its subsidiaries or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentOssen or any of its subsidiaries, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentOssen’s or its subsidiaries’ ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Ossen or any of its subsidiaries to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentOssen’s method of accounting or the identity of its auditors; (li) any issuance declaration or payment of dividend or distribution of cash or other property to the Ossen Shareholders or any purchase, redemption or agreements to purchase or redeem any Ossen Stock; (j) any issuance, sale, disposition or encumbrance of equity securities to any officer, director or affiliate, except pursuant to existing Parent or any change in their outstanding shares of capital stock option plansor their capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; or (mk) any arrangement or commitment by the Parent Ossen or any of its subsidiaries to do any of the things matters described in this Section 4.083.20.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Scheduleon Schedule 5.08, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateAffiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.085.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents most recent BP1 Financial Statements or in the Parent BP1 Disclosure ScheduleLetter, from the date of the most recent audited unaudited financial statements included in the filed Parent SEC Documents of BP1 to the date of this Agreement, the Parent BP1 has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent BP1 from that reflected in the Parent SEC DocumentsBP1 Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent BP1 Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent BP1 Material Adverse Effect; (c) any waiver or compromise by the Parent BP1 of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentBP1, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent BP1 Material Adverse Effect; (e) any material change to a material Contract by which the Parent BP1 or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentBP1; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, BP1 with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentBP1’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent BP1 to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentBP1’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentBP1; (k) any alteration of the ParentBP1’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent BP1 stock option plans; or (m) any arrangement or commitment by the Parent BP1 to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. (a) Except as disclosed in the filed Parent SEC Documents or in filed with the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents prior to the date of this AgreementAmendment Date, the since December 31, 2003, (i) Parent has conducted and its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that Subsidiaries have not causedincurred any liability or obligation (indirect, direct or contingent) that would, after taking into consideration any related benefits or value (indirect, direct or contingent), individually or in the aggregate, have a Parent Material Adverse Effect; Effect on Parent; (bii) Parent and its Subsidiaries have not sustained any damageloss or interference with their business or properties from fire, destruction flood, windstorm, accident or loss, other calamity (whether or not covered by insurance) that has, that would have individually or in the aggregate, had a Parent Material Adverse Effect;Effect on Parent; (iii) through the Amendment Date, there has not been any split, combination or reclassification of any of Parent's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Parent's capital stock or dividend or distribution of any kind declared, set aside, paid or made by Parent on any class of its stock; and (iv) through the Amendment Date, there has been no Material Adverse Change with respect to Parent. (cb) any waiver or compromise by Section 2.7(b) of the Parent of Letter sets forth a valuable right or of a material debt owed to it; list (d) any satisfaction or discharge without specifying the identity of any liencustomer listed thereon) for the twelve months ended December 31, claim2003 of the top ten revenue producing customers of Parent and its Subsidiaries (collectively, the "Parent Key Customers"), including the amount of revenue received from such Parent Key Customers for the twelve months ended December 31, 2003. Since January 1, 2004 there has been no actual or, to the Knowledge of Parent, threatened termination, cancellation or limitation of, or encumbrance adverse modification or payment change in, the business relationship of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement Subsidiaries with any employee, officer, director one or stockholder; (g) any resignation or termination of employment of any officer more of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate familiesKey Customers, other than travel advances and other advances made as would not, individually or in the ordinary course of its business; (j) any declarationaggregate, setting aside or payment or other distribution in respect of any of the have a Material Adverse Effect on Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s 's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed set forth in the filed Parent SEC Documents or in the Parent Love Group Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in of Love Group (the filed Parent SEC Documents “Love Group Financial Statements”) to the date of this Agreement, the Parent Love Group has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Love Group from that reflected in the Parent SEC DocumentsLove Group Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Love ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Love ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect; (c) any waiver or compromise by the Parent Love Group of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentLove Group, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Love ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect; (e) any material change to a material Contract by which the Parent Love Group or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentLove Group; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Love Group with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentLove Group’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Love Group to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentLove Group’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentLove Group; (k) any alteration of the ParentLove Group’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Love Group stock option plans; or (m) any arrangement or commitment by the Parent Love Group to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition condition, or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction destruction, or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director director, or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens (i) for taxes not yet due or payable and liens payable, (ii) that arise in the ordinary course of business and (iii) that do not materially impair the Parent’s ownership or use of such property or assetsassets or would not cause or be reasonably expected to cause a Parent Material Adverse Effect; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers officers, or directors, or any members shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director director, or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition condition, or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction destruction, or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director director, or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens (i) for taxes not yet due or payable and liens payable, (ii) that arise in the ordinary course of business and (iii) that do not materially impair the Parent’s ownership or use of such property or assetsassets or would not cause or be reasonably expected to cause a Parent Material Adverse Effect; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers officers, or directors, or any members shareholders of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director ; or affiliate, except pursuant to existing Parent stock option plans; or (ml) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents filing or in the Parent Disclosure Schedule, from the date of the most recent audited unaudited financial statements included in the filed Parent SEC Documents filing to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors;; or (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.;

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent CIE has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent CIE from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent CIE Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent CIE Material Adverse Effect; (c) any waiver or compromise by the Parent CIE of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCIE, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent CIE Material Adverse Effect; (e) any material change to a material Contract by which the Parent CIE or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentCIE; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, CIE with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentCIE’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent CIE to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentCIE’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentCIE; (k) any alteration of the ParentCIE’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent CIE stock option plans; or (m) any arrangement or commitment by the Parent CIE to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in Section 4.08 of the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this AgreementEffective Date, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subjectsubject that would have a Parent Material Adverse Effect; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder other than in the ordinary course of business; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (ih) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (ji) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kj) any alteration of the Parent’s method of accounting or the identity of its auditors; (lk) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans of the Parent; or (ml) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents January 1, 2008 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Shareholder or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Lovego Holdings Financial Statements or in the Parent Lovego Holdings Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents September 30, 2018 to the date of this Agreement, the Parent has Lovego Holdings Companies have conducted its their business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsLovego Holdings Companies, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Lovego Holdings Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Lovego Holdings Material Adverse Effect; (c) any waiver or compromise by any of the Parent Lovego Holdings Companies of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by any of the ParentLovego Holdings Companies, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Lovego Holdings Material Adverse Effect; (e) any material change to a material Contract by which any of the Parent Lovego Holdings Companies or any of its their respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by any of the ParentLovego Holdings Companies, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair any of the Parent’s Lovego Holdings Companies’ ownership or use of such property or assets; (ig) any loans or guarantees made by any of the Parent Lovego Holdings Companies to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any loans or advances to any persons, corporations, business trusts, associations, companies, partnerships, limited liability companies, joint ventures and other entities, governments, agencies and political subdivision other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s Lovego Holdings Companies’ method of accounting or the identity of its auditors; (li) any issuance declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any Lovego Holdings Shares; (j) any issuance, sale, disposition or encumbrance of shares or equity securities (as applicable) to any officer, director or affiliate, except pursuant to existing Parent stock Lovego Holdings Shares option plans, or any change in their issued shares or outstanding capital stock or their capitalization, whether by reason of reclassification, recapitalization, stock split, subdivision, conversion, consolidation, combination, exchange or readjustment of shares, stock dividend or otherwise; or (mk) any arrangement or commitment by any of the Parent Lovego Holdings Companies to do any of the things described in this Section 4.083.26.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Getpoker has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Getpoker from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Getpoker Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Getpoker Material Adverse Effect; (c) any waiver or compromise by the Parent Getpoker of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentGetpoker, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Getpoker Material Adverse Effect; (e) any material change to a material Contract by which the Parent Getpoker or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentGetpoker; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Getpoker with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentGetpoker’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Getpoker to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentGetpoker’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentGetpoker; (k) any alteration of the ParentGetpoker’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Getpoker stock option plans; or (m) any arrangement or commitment by the Parent Getpoker to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except Since December 31, 2015, except as disclosed described in Section ‎4.9 of the filed Parent Disclosure Letter or in Parent 2016 SEC Documents or in as contemplated under the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date terms of this Agreement, the Parent Group has conducted its business only in the ordinary course, and during such period there has not beennot: (a) sold or transferred (including licensed) or otherwise disposed of any change in the assets, liabilities, financial condition material portion of its assets or operating results of the Parent from that reflected in the Parent SEC Documentsproperties, except changes for sales or transfers in the ordinary course of business consistent with past practice; (b) suffered any material loss, or any material interruption in use, of any material assets or property on account of fire, flood, riot, strike or other hazard or Act of God that have is not causedcovered by insurance; (c) suffered any change to its businesses, other than in the aggregateordinary course of business consistent with past practice, which has had, or would reasonably be expected to have, a Parent Material Adverse Effect; (bd) entered into any damage, destruction or loss, whether or not covered by insurance, Contract that would have constitute a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienAgreement, claim, or encumbrance or payment of any obligation by the Parent, except other than in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effectconsistent with past practice; (e) terminated or materially modified, waived any material change right under or cancelled any Parent Material Agreement or waived any material right with respect to a material Contract by which any of the items disclosed in Section ‎4.18 of the Parent or any of its assets is bound or subjectDisclosure Letter; (f) incurred any Liens on any material change assets or property, or any losses, damages, deficiencies, Liabilities, except for Liabilities incurred in any compensation arrangement or agreement the ordinary course of business consistent with any employee, officer, director or stockholderpast practice which are not material to its businesses; (g) sold, issued or granted, or authorized the issuance of: (i) any resignation capital stock or termination other security (except for Parent Common Stock issued upon the valid exercise of employment of outstanding the Parent Options or the Parent RSUs); (ii) any officer of option, warrant or right to acquire any capital stock or any other security (except for the ParentParent Options or the Parent RSUs); or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (h) amended or waived any mortgage, pledge, transfer of a security interest inits rights under, or lienexercised its discretion to permit the acceleration of vesting under any provision of: (i) any of the Parent Option Plans; (ii) any Parent Option or any Contract evidencing or relating to any Parent Option; (iii) any restricted stock purchase agreement; or (iv) any other Contract evidencing or relating to any equity award (whether payable in cash or stock); (i) formed any Subsidiary or acquired any equity interest or other interest in any other entity; (j) changed any of its accounting methods, created by principles or practices; (k) made, changed or revoked any material Tax election, filed any material amendment to any Tax Return, adopted or changed any accounting method in respect of Taxes, changed any annual Tax accounting period, entered into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement, other than commercial contracts entered into in the Parentordinary course of business with vendors, customers or landlords, entered into any closing agreement with respect to any Tax, settled or compromised any claim, notice, audit report or assessment in respect of material Taxes, applied for or entered into any ruling from any Tax authority with respect to Taxes, surrendered any right to claim a material Tax refund, or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (l) commenced or settled any Legal Action; (m) granted any registration rights with respect to any of its securities; (n) paid, accrued, set aside or declared any dividends or other distributions on its equity securities of any class or issued, repurchased or redeemed any of its equity securities of any class; (o) transferred, assigned or granted any license or sublicense of any material properties rights under, or assetswith respect to, except liens for taxes not yet due or payable and liens that arise items disclosed in Section ‎4.17 of the Parent Disclosure Letter, other than in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assetsconsistent with past practice; (ip) made any loans material capital expenditures; (q) effected or guarantees been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (r) made by the Parent to or for the benefit of its employees, officers or directorsany capital investment in, or any members loan to, any other Person; (s) amended any of their immediate familiesits organizational or constituent documents; (t) paid or materially increased any bonuses, salaries, or other than travel advances and compensation to any director, officer, employee or any other advances made Person except as required by applicable law or in the ordinary course of its businessbusiness consistent with past practice and that are reflected in the current payroll register of Parent that has been provided to Company; (ju) made any declarationpayments to any Related Party other than as described in Section ‎4.21 of the Parent Disclosure Letter or in the Parent 2016 SEC Documents and for wages and benefits as set forth in the payroll register of Parent provided in such Section of the Parent Disclosure Letter; (v) adopted, setting aside modified or payment increased payments or benefits under any Parent Plans (defined below) or entered into or amended any employment, deferred compensation, severance, consulting or similar agreement involving any director, officer, employee or any other distribution Person, in respect each case except as required by applicable law or in the ordinary course of business consistent with past practices; (w) entered into, terminated, or received notice of termination of any (a) license, distributorship, dealer, sales representative, joint venture, credit or similar agreement, or (b) Contract or transaction involving a total remaining commitment of at least $50,000; (x) changed any material accounting method, assumption or period, made, changed or revoked any Tax election, filed a Tax Return in a jurisdiction in which a Tax Return was not previously filed, failed to file any Tax Return (taking into account extensions of time to file), consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment, entered into a closing agreement, or settled any administrative or judicial proceeding related to Taxes; (y) changed any of the Parent’s capital stock, or material terms in any direct or indirect redemption, purchase, or other acquisition material respect for the license of any of such stock by the Parentits products and services; (kz) instituted, settled or compromised any alteration Legal Actions pending or threatened before any arbitrator, court or other Governmental Entity involving the payment of monetary damages of any amount exceeding $25,000 in the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansaggregate; or (maa) any arrangement agreed or commitment by the Parent committed, whether orally or in writing, to do any of the things described in this Section 4.08foregoing.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents September 30, 2005 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;; or (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors;; or (li) any declaration or payment of dividend or distribution of cash or other property to Stockholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; or (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except for entering into this Agreement and consummation of the transactions contemplated hereby, and except as disclosed set forth in the filed Parent SEC Documents or in Section 4.10 of the Parent Disclosure Schedule, from since December 27, 1997, Parent and its Subsidiaries have conducted their respective businesses and operations in the date ordinary and usual course consistent with past practice, and, except as set forth in Section 4.10 of the most recent audited financial statements included in the filed Parent SEC Documents to Disclosure Schedule, there has not occurred (i) through the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating the results of Parent and the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, Subsidiaries having a Parent Material Adverse Effect; ; (bii) any damage, destruction or loss, loss (whether or not covered by insurance, that would have ) having a Parent Material Adverse Effect; ; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (jiii) any declaration, setting aside or payment of any dividend or distribution of any kind by Parent on any class of its capital stock; (iv) any material increase in the compensation payable or to become payable by Parent or any Subsidiary to its directors, officers or key employees or any material increase in any bonus, insurance, pension or other distribution employee benefit plan, payment or arrangement made to, for or with such directors, officers or key employees, other than in respect the ordinary course of business; (v) any labor dispute, other than routine matters none of the Parent’s capital stockwhich has, or any direct or indirect redemptionwould be reasonably expected to have, purchase, or other acquisition of any of such stock by the Parent; a Parent Material Adverse Effect; (kvi) any alteration of the Parent’s method of accounting entry by Parent or the identity Subsidiaries into any commitment or transaction (including, without limitation, any borrowing or capital expenditure) material (individually or in the aggregate) to Parent or its Subsidiaries other than in the ordinary course of its auditors; business; (lvii) any issuance of equity securities to any officermaterial change by Parent or its Subsidiaries in accounting methods, director principles or affiliate, practices except pursuant to existing Parent stock option plansas required by concurrent changes in GAAP or concurred with by Parent's independent public accountants; or (mviii) any arrangement material agreement, whether in writing or commitment by the Parent otherwise, to do take any of the things action described in this Section 4.084.10; or (ix) any event or action that, if occurring or taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 5.1 hereof and would constitute a Parent Material Adverse Effect.

Absence of Certain Changes or Events. Except in connection with the Transactions and as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleParties Letter of Intent (“LOI”) and subsequent amendments thereto, from the January 3, 2017 (original date of the most recent audited financial statements included in the filed Parent SEC Documents LOI) to the date of this Agreement, the Parent has Parties have conducted its their business only in the ordinary course, and during such period there has not been: : (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsParties, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; material adverse effect on the Parties; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; material adverse effect on the Parties; (c) any waiver or compromise by the Parent Parties of a valuable right or of a material debt owed to it; ; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentParties, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; material adverse effect on the Parties; (e) any material change to a material Contract by which the Parent Parties or any of its their assets is are bound or subject; ; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentParties, with respect to any of its their material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do does not materially impair the Parent’s Parties’ ownership or use of such property or assets; ; (ig) any loans or guarantees made by the Parent Parties to or for the benefit of its their employees, officers or directors, or any members Alamo Surviver Members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; their businesses; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s Parties’ method of accounting or the identity of its their auditors; ; (li) any declaration or payment of dividend or distribution of cash or other property to the Alamo Surviver Members or any purchase, redemption or agreements to purchase or redeem any of the Parties’ interests; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or or (mk) any arrangement or commitment by the Parent Parties to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents September 30, 2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any issuance declaration or payment of equity securities dividend or distribution of cash or other property to Shareholders or any officerpurchase, director redemption or affiliate, except pursuant agreements to existing Parent stock option planspurchase or redeem any shares of Company Stock; or (mj) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.21.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleSince August 31, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to 2006 until the date of this Agreement, except as contemplated by or as disclosed in this Agreement (including as disclosed in the Parent Interim Financial Information), the Parent has conducted its business only in the ordinary coursecourse and in a manner consistent with past practice and, and during since such period date until the date of this Agreement, (a) there has not beenbeen any Parent Material Adverse Effect and (b) the Parent has not taken or legally committed to take any of the following actions: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsInterim Financial Information, except changes in the ordinary course of business that have not causedbeen, in the aggregate, a Parent Material Adverse Effectmaterially adverse; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Parent Material Adverse Effect(as such business is presently conducted and as it is proposed to be conducted); (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, claim or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and that is not material to the satisfaction assets, properties, financial condition, operating results or discharge business of which would not have a the Parent Material Adverse Effect(as such business is presently conducted and as it is proposed to be conducted); (e) any material change or amendment to a material Contract contract or arrangement by which the Parent or any of its assets or properties is bound or subject; (f) any material change sale, assignment or transfer of any intellectual property of Parent that is necessary to conduct its business, other than in any compensation arrangement or agreement the ordinary course of business consistent with any employee, officer, director or stockholderpast practice; (g) any resignation or termination of employment of any key officer of the Parent; and the Parent, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee; (h) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Parent; (hi) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes Taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, purchase or other acquisition of any of such stock by the Parent, other than repurchase of Parent Common Stock from employees, consultants or other persons performing services for Parent pursuant to agreements under which Parent has the option to repurchase such shares at cost upon the termination of employment or other services; (k) any alteration of to the Parent’s method knowledge, any other event or condition of accounting any character that might materially and adversely affect the assets, properties, financial condition, operating results or business of the identity of its auditors;Parent (as such business is presently conducted and as it is proposed to be conducted); or (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement agreement or commitment by the Parent to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except in connection with the Share Exchange and as disclosed in the filed Parent SEC Documents or in the Parent Company Disclosure Schedule, from the Apr 15th, 2016 (date of the most recent audited financial statements included in the filed Parent SEC Documents inception) to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do does not materially impair the ParentCompany’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholder or any purchase, redemption or agreements to purchase or redeem any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent Company to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent KMI Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent KMI SEC Documents to the date of this Agreement, the Parent KMI has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent KMI from that reflected in the Parent KMI SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent KMI Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent KMI Material Adverse Effect; (c) any waiver or compromise by the Parent KMI of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentKMI, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent KMI Material Adverse Effect; (e) any material change to a material Contract by which the Parent KMI or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentKMI; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentKMI, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentKMI’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent KMI to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentKMI’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentKMI; (k) any alteration of the ParentKMI’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent KMI stock option plans; or (m) any arrangement or commitment by the Parent KMI to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from since the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this AgreementDocuments, the Parent has conducted its business only in the ordinary coursecourse consistent with past practice in light of its current business circumstances, and during such period there is not and has not been: : (ai) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; ; (bii) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; ; (ciii) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; ; (div) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; ; (ev) any material change to a material Contract by which the Parent or any of its assets is bound or subject; ; (fvi) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; ; (gvii) any resignation or termination of employment of any officer of the Parent; ; (hviii) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; ; (iix) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; ; (jx) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; ; or (kxi) any alteration of the Parent’s method of accounting or the identity of its auditors; ; or (lxii) any issuance of equity securities to any an officer, director or affiliate, except pursuant to existing Parent stock option plans; or or (mxiii) any arrangement or commitment by the Parent to do any of the things described in this Section 4.083.03(f).

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from From the date of the most recent audited financial statements included in the filed Parent SEC Documents inception to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsParent, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lienLien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the Parent, with respect to any of its material properties or assets, except liens Liens for taxes not yet due or payable and liens Liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.06.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents March 1, 2008 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Shareholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.20.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent JHDG SEC Documents or in the Parent Disclosure ScheduleDocuments, from since the date of the most recent audited financial statements included in the filed Parent JHDG SEC Documents to the date of this AgreementDocuments, the Parent JHDG has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent JHDG from that reflected in the Parent SEC DocumentsJHDG Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent JHDG Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent JHDG Material Adverse Effect; (c) any waiver or compromise by the Parent JHDG of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentJHDG, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent JHDG Material Adverse Effect; (e) any material change to a material Contract by which the Parent JHDG or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentJHDG; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, JHDG with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentJHDG’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent JHDG to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentJHDG’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentJHDG; (k) any alteration of the ParentJHDG’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent JHDG stock option plans; or (m) any arrangement or commitment by the Parent JHDG to do any of the things described in this Section 4.084.21.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from Since the date of the most recent audited financial statements included Parent Balance Sheet, except as contemplated by or as disclosed in the filed Parent SEC Documents to the date of this Agreement, Parent and the Parent has Subsidiaries have conducted its business their respective businesses only in the ordinary coursecourse and in a manner consistent with past practice and, and during since such period date, (a) there has not been: (a) been any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; Effect and (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by and the Parent Subsidiaries have not taken or legally committed to take any of a valuable right or the actions specified in Sections 5.04(a) through 5.04(z). Absence of a material debt owed to it; (d) any satisfaction or discharge of any lienLitigation. There is no litigation, suit, claim, action, proceeding or encumbrance or payment investigation pending or, to the knowledge of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the threatened against Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest inParent Subsidiary, or lienany property or asset owned or used by Parent or any Parent Subsidiary or any person whose liability Parent or any Parent Subsidiary has or may have assumed, created either contractually or by the operation of Law, before any arbitrator or Governmental Entity (a "Parent Legal Proceeding") that could reasonably be expected, if resolved adversely to Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) impair the operations of Parent or any loans Parent Subsidiary as currently conducted, including, without limitation, any claim of infringement of any intellectual property right, (ii) result in losses to Parent or guarantees made any Parent Subsidiary in excess of $50,000, (iii) impair the ability of Parent or any Parent Subsidiary to perform its obligations under this Agreement or (iv) prevent, delay or make illegal the consummation of the transactions contemplated by the Parent this Agreement. To Parent's knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to give rise to or for serve as a basis of the benefit commencement of its employeesany Parent Legal Proceeding. None of Parent or any Parent Subsidiary, the officers or directorsdirectors thereof in their capacity as such, or any members property or asset of their immediate familiesParent or any Parent Subsidiary is subject to any continuing order of, other than travel advances and other advances made in the ordinary course of its business; (j) any declarationconsent decree, setting aside or payment settlement agreement or other distribution in respect similar written agreement with, or, to the knowledge of Parent, continuing investigation by, any of the Parent’s capital stockGovernmental Entity, or any direct order, writ, judgment, injunction, decree, determination or indirect redemption, purchase, or other acquisition award of any of such stock by the Parent; (k) court, arbitrator or Governmental Entity. Neither Parent nor any alteration of the Parent’s method of accounting or the identity of its auditors; (l) Parent Subsidiary has any issuance of equity securities plans to initiate any officer, director or affiliate, except pursuant to existing material Parent stock option plans; or (m) Legal Proceeding against any arrangement or commitment by the Parent to do any of the things described in this Section 4.08third party.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, . director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s 's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;: (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s 's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s 's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except affiliate (as defined in the Securities Act),except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in Section 4.08 of the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, each of the Parent Intra-Asia Companies has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent or any Intra-Asia Subsidiary from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent or any Intra-Asia Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentParent or any Intra-Asia Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any Intra-Asia Subsidiary or any of its their assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentParent or any Intra-Asia Subsidiary; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentParent or any Intra-Asia Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s or any Intra-Asia Subsidiary’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent or any Intra-Asia Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s or any Intra-Asia Subsidiary’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentParent or any Intra-Asia Subsidiary; (k) any alteration of the Parent’s or any Intra-Asia Subsidiary’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plansplans or existing stock option plans of any Intra-Asia Subsidiary; or (m) any arrangement or commitment by the Parent or any Intra-Asia Subsidiary to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure Schedule, Letter from the date of the most recent audited financial statements included in the filed Parent SEC Documents January 1 2015 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or any Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholder or any purchase, redemption or agreements to purchase, redeem or retract any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, affiliate except pursuant to existing Parent stock Company Shares option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.23.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent Healthplace has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Healthplace from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Healthplace Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Healthplace Material Adverse Effect; (c) any waiver or compromise by the Parent Healthplace of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentHealthplace, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Healthplace Material Adverse Effect; (e) any material change to a material Contract by which the Parent Healthplace or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentHealthplace; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Healthplace with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentHealthplace’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Healthplace to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentHealthplace’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentHealthplace; (k) any alteration of the ParentHealthplace’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Healthplace stock option plans; or (m) any arrangement or commitment by the Parent Healthplace to do any of the things described in this Section 4.084.22.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent Filed Pubco SEC Documents or in the Parent Pubco Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent Filed Pubco SEC Documents to the date of this Agreement, the Parent Pubco has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent Pubco from that reflected in the Parent Pubco SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Pubco Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Pubco Material Adverse Effect; (c) any waiver or compromise by the Parent Pubco of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentPubco, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Pubco Material Adverse Effect; (e) any material change to a material Contract by which the Parent Pubco or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentPubco; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentPubco, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s Pubco's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent Pubco to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s Pubco's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentPubco; (k) any alteration of the Parent’s Pubco's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Pubco stock option plans; or (m) any arrangement or commitment by the Parent Pubco to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements, as contemplated by this Agreement or set forth in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreementsince March 31, 2009, the Parent and the Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in or the Company or any subsidiary (other than IBC), except with respect to the securities litigation against the Parent SEC Documents, except and changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent or the Company or any subsidiary (other than IBC) of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentParent or the Company or any subsidiary (other than IBC), except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract contract by which the Parent or the Company or any subsidiary (other than IBC) or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentParent or the Company or any subsidiary (other than IBC), with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s or the Company’s or such subsidiary’s (other than IBC) ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent or the Company or any subsidiary (other than IBC) to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the Parent’s method of accounting with respect to the Company Financial Statements or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to stockholders of the Parent or any purchase, redemption or agreements to purchase or redeem any shares of stock, other than as contemplated herein; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (mk) any arrangement or commitment by the Parent or Company or any subsidiary (other than IBC) to do any of the things described in this Section 4.083.11.

Absence of Certain Changes or Events. Except in connection with the Transactions and as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleAlamo CBD Letter of Intent and its subsequent amendments, from the January 3, 2017 (original date of the most recent audited financial statements included in the filed Parent SEC Documents LOI) to the date of this Agreement, the Parent Alamo CBD has conducted its business only in the ordinary course, and during such period there has not been: : (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsAlamo CBD, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Alamo CBD Material Adverse Effect; ; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Alamo CBD Material Adverse Effect; ; (c) any waiver or compromise by the Parent Alamo CBD of a valuable right or of a material debt owed to it; ; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentAlamo CBD, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Alamo CBD Material Adverse Effect; ; (e) any material change to a material Contract by which the Parent Alamo CBD or any of its assets is bound or subject; ; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentAlamo CBD, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do does not materially impair the ParentAlamo CBD’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents June 30,2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Members or any purchase, redemption or agreements to purchase or redeem any shares of Company Units; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option Company Unit plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.24.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) : any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) ; any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) ; any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) ; any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) ; any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) ; any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) ; any resignation or termination of employment of any officer of the Parent; (h) ; any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) ; any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) ; any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) ; any alteration of the Parent’s method of accounting or the identity of its auditors; (l) ; any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) or any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleSchedule 4.27, from the date of the most recent audited financial statements included contained in the filed Parent SEC Documents Reports to the date of this Agreement, the Parent UAS has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent UAS from that reflected in the Parent financial statements contained in the SEC DocumentsReports, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent UAS Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent UAS Material Adverse Effect; (c) any waiver or compromise by the Parent UAS of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentUAS, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent UAS Material Adverse Effect; (e) any material change to a material Contract by which the Parent UAS or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentUAS; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, UAS with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentUAS’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent UAS to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentUAS’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentUAS; (k) any alteration of the ParentUAS’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent UAS stock option plans; or (m) any arrangement or commitment by the Parent UAS to do any of the things described in this Section 4.084.27.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent KMI Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent KMI SEC Documents to the date of this A&R Agreement, the Parent KMI has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent KMI from that reflected in the Parent KMI SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent KMI Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent KMI Material Adverse Effect; (c) any waiver or compromise by the Parent KMI of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentKMI, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent KMI Material Adverse Effect; (e) any material change to a material Contract by which the Parent KMI or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentKMI; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentKMI, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentKMI’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent KMI to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentKMI’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentKMI; (k) any alteration of the ParentKMI’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent KMI stock option plans; or (m) any arrangement or commitment by the Parent KMI to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes Taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2006 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to the Shareholders or any purchase, redemption or agreements to purchase or redeem any Company Shares; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Company Shares option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.08Section.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents most recent BP3 Financial Statements or in the Parent Disclosure ScheduleSchedule 4.8, from the date of the most recent audited unaudited financial statements included in the filed Parent SEC Documents of BP3 to the date of this Agreement, the Parent BP3 has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent BP3 from that reflected in the Parent SEC DocumentsBP3 Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent BP3 Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent BP3 Material Adverse Effect; (c) any waiver or compromise by the Parent BP3 of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentBP3, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent BP3 Material Adverse Effect; (e) any material change to a material Contract contract by which the Parent BP3 or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentBP3; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, BP3 with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the ParentBP3’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent BP3 to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the ParentBP3’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentBP3; (k) any alteration of the ParentBP3’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent BP3 stock option plans; or (m) any arrangement or commitment by the Parent BP3 to do any of the things described in this Section 4.084.8.

Absence of Certain Changes or Events. Except as disclosed in Section 8.10 of the filed Parent SEC Documents or in the Parent Middle Kingdom Disclosure Schedule, from the date of the most recent audited financial statements and interim financial statements included in the filed Parent Middle Kingdom SEC Documents documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assetsevent, liabilitiessituation or effect (whether or not covered by insurance) that has resulted in, financial condition or operating results of the Parent from that reflected in the Parent SEC Documentsto Middle Kingdom’s Knowledge, except changes in the ordinary course of business that have not caused, in the aggregateis reasonably likely to result in, a Parent Material Adverse EffectEffect on Middle Kingdom; (b) any damage, destruction or lossloss to, or any material interruption in the use of, any of the assets of Middle Kingdom (whether or not covered by insurance, ) that would has had or could reasonably be expected to have a Parent Material Adverse EffectEffect on Middle Kingdom; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent Middle Kingdom or any of its assets is bound or subject; (fd) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (ge) any resignation or termination of employment of any officer the Chief Executive Officer, Chief Financial Officer, President or the Secretary of the ParentMiddle Kingdom; (hf) any mortgage, pledge, transfer of a security interest in, or lienLien, created by the ParentMiddle Kingdom, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assetsPermitted Liens; (ig) any loans or guarantees made by the Parent Middle Kingdom to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any material loans or guarantees made by Middle Kingdom to Table of Contents or for the benefit of any of its employees or any members of their immediate families, in each case, other than travel advances and other advances made in the ordinary course of its business; (jh) any declaration, setting aside or payment or other distribution in respect of any of the ParentMiddle Kingdom’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentMiddle Kingdom; (ki) any alteration of the ParentMiddle Kingdom’s method of accounting or the identity of its auditors; (lj) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Middle Kingdom shares option plans; or (mk) any negotiations, arrangement or commitment by the Parent Middle Kingdom to do take any of the things actions described in this Section 4.088.10.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleUnaudited Financial Statements, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this AgreementMarch 31, the 2008, Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsUnaudited Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock Shares option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.9.

Absence of Certain Changes or Events. (a) Except as disclosed in the filed Parent SEC Documents or in filed with the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents prior to the date of this AgreementAmendment Date, the since December 31, 2003, (i) Parent has conducted and its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that Subsidiaries have not causedincurred any liability or obligation (indirect, direct or contingent) that would, after taking into consideration any related benefits or value (indirect, direct or contingent), individually or in the aggregate, have a Parent Material Adverse Effect; Effect on Parent; (bii) Parent and its Subsidiaries have not sustained any damageloss or interference with their business or properties from fire, destruction flood, windstorm, accident or loss, other calamity (whether or not covered by insurance) that has, that would have individually or in the aggregate, had a Parent Material Adverse Effect;Effect on Parent; (iii) through the Amendment Date, there has not been any split, combination or Table of Contents reclassification of any of Parent’s capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Parent’s capital stock or dividend or distribution of any kind declared, set aside, paid or made by Parent on any class of its stock; and (iv) through the Amendment Date, there has been no Material Adverse Change with respect to Parent. (cb) any waiver or compromise by Section 2.7(b) of the Parent of Letter sets forth a valuable right or of a material debt owed to it; list (d) any satisfaction or discharge without specifying the identity of any liencustomer listed thereon) for the twelve months ended December 31, claim2003 of the top ten revenue producing customers of Parent and its Subsidiaries (collectively, the “Parent Key Customers”), including the amount of revenue received from such Parent Key Customers for the twelve months ended December 31, 2003. Since January 1, 2004 there has been no actual or, to the Knowledge of Parent, threatened termination, cancellation or limitation of, or encumbrance adverse modification or payment change in, the business relationship of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement Subsidiaries with any employee, officer, director one or stockholder; (g) any resignation or termination of employment of any officer more of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate familiesKey Customers, other than travel advances and other advances made as would not, individually or in the ordinary course of its business; (j) any declarationaggregate, setting aside or payment or other distribution in respect of any of the have a Material Adverse Effect on Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from From the date of the most recent audited financial statements included in of the filed Parent SEC Documents (the “Parent Financial Statements”) to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsFinancial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, Parent with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliateaffiliate (as defined in the Securities Act), except pursuant to existing Parent stock option plans; or (m) any arrangement or commitment by the Parent to do any of the things described in this Section 4.08.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents Company Financial Statements or in the Parent Company Disclosure ScheduleLetter, from the date of the most recent audited financial statements included in the filed Parent SEC Documents December 31, 2007 to the date of this Agreement, the Parent Company has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC DocumentsCompany or any Company Subsidiary, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Company Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Company Material Adverse Effect; (c) any waiver or compromise by the Parent Company or any Company Subsidiary of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentCompany or any Company Subsidiary, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Company Material Adverse Effect; (e) any material change to a material Contract by which the Parent Company or any Company Subsidiary or any of its respective assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the Parent; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the ParentCompany or any Company Subsidiary, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the ParentCompany’s or such Company Subsidiary’s ownership or use of such property or assets; (ig) any loans or guarantees made by the Parent Company or any Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (kh) any alteration of the ParentCompany’s method of accounting or the identity of its auditors; (li) any declaration or payment of dividend or distribution of cash or other property to Stockholders or any purchase, redemption or agreements to purchase or redeem any shares of Company Stock; (j) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent Company stock option plans; or (mk) any arrangement or commitment by the Parent Company or any Company Subsidiary to do any of the things described in this Section 4.083.25.

Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure ScheduleReports, from the date of the most recent audited financial statements included in the filed Parent SEC Documents BDS Financial Statements to the date of this Agreement, the Parent BDS has conducted its business only in the ordinary course, and during such period there has not been: (a) any change in the assets, liabilities, financial condition or operating results of the Parent BDS from that reflected in the Parent SEC DocumentsBDS Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent BDS Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent BDS Material Adverse Effect; (c) any waiver or compromise by the Parent BDS of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the ParentBDS, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent BDS Material Adverse Effect; (e) any material change to a material Contract by which the Parent BDS or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer of the ParentBDS; (h) any mortgage, pledge, transfer of a security interest in, in or lien, lien created by the Parent, BDS with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and that do not materially impair the Parent’s BDS's ownership or use of such property or assets; (i) any loans or guarantees made by the Parent BDS to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s BDS's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the ParentBDS; (k) any alteration of the Parent’s BDS's method of accounting or the identity of its auditors; (l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent BDS stock option plans; or (m) any arrangement or commitment by the Parent BDS to do any of the things described in this Section 4.084.21.

Absence of Certain Changes or Events. Except as disclosed in the filed Filed Parent SEC Documents or in the Parent Disclosure ScheduleDocuments, from the date of the most recent audited financial statements included in the filed Filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been: (a) any Any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect;: (b) any Any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect; (c) any Any waiver or compromise by the Parent of a valuable right or of a material debt owed to it; (d) any Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect; (e) any Any material change to a material Contract by which the Parent or any of its assets is bound or subject; (f) any Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderShareholder; (g) any Any resignation or termination of employment of any officer of the Parent; (h) any Any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets; (i) any Any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any Any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent; (k) any Any alteration of the Parent’s method of accounting or the identity of its auditors; (l) any Any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or (m) any Any arrangement or commitment by the Parent to do any of the things described in this Section 4.084.07.