Absence of Certain Developments Clause Samples
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Absence of Certain Developments. Except as set forth on Schedule 2.1(dd), since December 31, 2008, neither the Company nor any Subsidiary has:
(i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto;
(ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year;
(iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business;
(iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock;
(v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business;
(vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business;
(vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business;
(viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices;
(ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000;
(x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business;
(xi) made charitable contributions or pledges in excess of $25,000;
(xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance;
(xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment;
(xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or
(xv) entered into an agreement, written or otherwi...
Absence of Certain Developments. Except as provided in Form 10-KSB, ------------------------------- 10-QSB or in Schedule 2.1(z) hereto, since March 31, 2001, neither the Company --------------- nor any subsidiary has:
(i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto;
(ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company's or such subsidiary's business;
(iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business;
(iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock;
(v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business;
(vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives;
(vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business;
(viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices;
(ix) made capital expenditures or commitments therefor that aggregate in excess of $100,000;
(x) entered into any other transaction other than in the ordinary course of business, or entered into any other material transaction, whether or not in the ordinary course of business;
(xi) made charitable contributions or pledges in excess of $25,000;
(xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance;
(xiii) experienced any material problems with labor or management in connection with the terms and...
Absence of Certain Developments. Since the date of the Latest Year-End Balance Sheet, there has not been any Material Adverse Effect that is continuing. Except as set forth on Schedule 4.07 and as expressly contemplated by this Agreement, since the date of the Latest Balance Sheet (or such other date as is specified below), none of the Company, Newco or any of the Sold Subsidiaries has:
(a) borrowed any amount under existing credit lines or otherwise incurred any Indebtedness, except borrowings under such credit lines in the ordinary course of business;
(b) mortgaged, pledged or subjected to any Lien any of its material assets, except Permitted Liens;
(c) sold, leased, licensed, assigned or transferred any material portion of its assets, except for sale of inventory in the ordinary course of business, or acquired any material assets outside the ordinary course of business;
(d) sold, assigned or transferred any Company Intellectual Property, except for non-exclusive licenses granted in the ordinary course of business;
(e) issued, sold, transferred or otherwise subjected to a Lien any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities, nor has it taken any such action since the date of the Latest Year-End Balance Sheet;
(f) made any material capital investment in, or any material loan to, any other Person (other than the Company, Newco and the Sold Subsidiaries);
(g) established or adopted any new Benefit Plan or compensation plans (including but not limited to bonus or extraordinary compensation), terminated or made any material changes in its Benefit Plans or made any material changes in wages, salary or other compensation with respect to its officers, directors, employees or consultants, in each case other than changes made in the ordinary course of business or pursuant to existing agreements or arrangements or as required to comply with applicable Law;
(h) planned, announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program concerning the termination of employment of the Business Employees, nor has it taken any such action since the date of the Latest Year-End Balance Sheet;
(i) made a material change in its accounting or Tax methods, practices or policies, settled or compromised a material Tax assessment or deficiency, amend...
Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Company Disclosure Schedule 4.8, since the Balance Sheet Date, (a) the Company has conducted the Business only in the Ordinary Course of Business and (b) there has not been any event, change, occurrence or circumstance that, individually or in the aggregate, with any other events, changes, occurrences or circumstances, has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company. Without limiting the generality of the foregoing, since the Balance Sheet Date or as set forth on Company Disclosure Schedule 4.8:
(a) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the Purchased Assets having a replacement cost of more than $10,000 for any single loss or $50,000 for all such losses except shrinkage of biodiesel inventory in the Ordinary Course of Business;
(b) other than in the Ordinary Course of Business, the Company has not awarded or paid any bonuses to Former Employees or Employees of the Company, except to the extent accrued on the Balance Sheet, or entered into any employment, deferred compensation, long-term incentive, severance, stay bonus, bonus, or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s directors, officers, employees, agents or representatives or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives;
(c) there has not been any change by the Company in accounting or Tax reporting principles, methods or policies;
(d) the Company has not failed to promptly pay and discharge current Liabilities except for Liabilities not material in amount;
(e) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person, other than advances to Employees in the Ordinary Course of Business;
(f) the Company has not mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company,...
Absence of Certain Developments. Except as expressly contemplated by this Agreement or as set forth on Schedule 6.10, since December 31, 2008, Subsidiary and the Business has been conducted only in the Ordinary Course of Business, and, with respect to the Business, the Purchased Assets and Subsidiary, there has not been:
(a) any event, change or circumstance which has had, or is reasonably likely to have, a Seller Material Adverse Effect;
(b) any material damage (normal wear and tear excepted), destruction, eminent domain taking or other casualty loss (whether or not covered by insurance) affecting Subsidiary or the Business or any Purchased Asset in any material respect;
(c) any purchase, sale, mortgage, pledge, lease, or creation or other incurrence of any Lien on the Business, any Purchased Asset or asset of Subsidiary, other than purchases, sales or leases of assets in the Ordinary Course of Business or the creation or incurrence of Permitted Exceptions;
(d) any material change in any method of accounting or accounting practice with respect to the Business or Subsidiary;
(e) any entry into, termination, amendment, cancellation, or other modification of any Agreement or any waiver of, or agreement with respect to, any rights or obligations set forth therein, other than in the Ordinary Course of Business;
(f) any material settlement, waiver or agreement with respect to any Legal Proceeding, Liability, or other right;
(g) any incurrence or assumption of any Indebtedness in an aggregate amount greater than Fifty Thousand Dollars ($50,000);
(h) any (i) delay or postponement of the payment of any accounts payable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereof, (ii) acceleration of the collection of Accounts Receivable or any change in the methodology employed by Seller or Subsidiary with respect to the payment thereto, (iii) turnover of inventory, or (iv) incurrence of other Liabilities outside of the Ordinary Course of Business, which in the case of (i)-(iv) above, exceeds in the aggregate an amount greater than Fifty Thousand Dollars ($50,000);
(i) any transaction with any Affiliate outside of the Ordinary Course of Business;
(j) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock (or other applicable equity or beneficial interest) of Subsidiary, or any direct or indirect redemption, purchase or other acquisition by Seller or its Affiliates of any such capital stock (or other...
Absence of Certain Developments. Except as set forth on Schedule 4.06 and except as contemplated by this Agreement, from the date of the First Fiscal Quarter 2007 Financial Statements to the date hereof, (i) the Company and its Subsidiaries have conducted their respective business in the ordinary course of business consistent with past practice (including with respect to the collection of accounts receivable and payment of accounts payable) (ii) there has not been a Material Adverse Effect, and (iii) neither the Company nor any of its Subsidiaries has:
(a) borrowed any amount or incurred or become subject to any liabilities (other than liabilities incurred in the ordinary course of business, liabilities under contracts entered into in the ordinary course of business and borrowings from banks (or similar financial institutions) necessary to meet ordinary course working capital requirements);
(b) mortgaged, pledged or subjected to any Lien, charge or other encumbrance, any material portion of its assets, except Permitted Liens;
(c) sold, assigned or transferred any portion of its tangible assets with a value in excess of $250,000 individually or in excess of $1,000,000 in the aggregate outside the ordinary course of business;
(d) issued, sold or transferred any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, or any bonds or debt securities; or
(e) made any capital investment in, or any loan to, any other Person (other than a Subsidiary of the Company);
(f) made any capital expenditures or commitments therefor in excess of $250,000 individually or in excess of $1,000,000 in the aggregate;
(g) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business;
(h) made any material change in employment terms (including compensation) for any of its directors, officers or employees having employment contracts with annual payments exceeding $100,000 per year; including (i) the grant of severance or termination pay to any director, officer, or employee of the Company or any Subsidiary; (ii) execution of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any Subsidiary; (iii) increases to benefits payable under any existing severance ...
Absence of Certain Developments. In the ordinary course of business or in the context of the Transactions contemplated in this Agreement and the Transaction Documents:
(a) there has not been any Material Adverse Change nor has any event occurred which could result in any Material Adverse Change;
(b) there has not been any declaration, setting a record date, setting aside or authorizing the payment of, any dividend or other distribution in respect of any shares of capital stock of the Company or its Subsidiaries or any repurchase, redemption or other acquisition by the Company or its Subsidiaries, of any of the outstanding shares of capital stock or other securities of, or other ownership interest in, the Company or its Subsidiaries;
(c) there has not been any transfer, issue, sale or other disposition by the Company of any shares of capital stock or other securities of the Company or its Subsidiaries or any grant of options, warrants, calls or other rights to purchase or otherwise acquire shares of such capital stock or such other securities;
(d) neither the Company nor its Subsidiaries has (i) awarded or paid any bonuses to employees or representatives of the Company, (ii) entered into any employment, deferred compensation, severance or similar agreements (nor amended any such agreement), other than in the ordinary course of business;
(e) neither the Company nor its Subsidiaries has made any loans, advances (other than advances to officers and employees of the Company or its Subsidiaries which advances are made in the ordinary course of business), or capital contributions to, or investments in, any Person or paid any fees or expenses to any Affiliate of the Company other than its Subsidiaries;
(f) neither the Company nor its Subsidiaries has transferred or granted any rights under any Contracts or licenses, used by the Company in its business;
(g) there has not been any damage, destruction or loss, whether or not covered by insurance, with respect to the property or assets of the Company or its Subsidiaries having a replacement cost of more than $10,000 for any single loss or $20,000 for all such losses;
(h) neither the Company nor its Subsidiaries has mortgaged, pledged or subjected to any Lien any of its assets, or acquired any assets for a purchase price in excess of $10,000 in the aggregate or sold, assigned, transferred, conveyed, leased or otherwise disposed of any assets of the Company or its Subsidiaries for a sale price in excess of $10,000 in the aggregate except for assets acq...
Absence of Certain Developments. Since December 31, 2016 there has not been any Material Adverse Effect on either Company and, no event has occurred or circumstances exist that are reasonably expected to result in such a Material Adverse Effect. Except as expressly contemplated by this Agreement, since December 31, 2016, each Company has conducted its respective Business only in the ordinary course of business and there has not been any:
(a) amendment to the articles of association or other organizational documents of either Company;
(b) except in the ordinary course of business, payment or increase of any bonuses, salaries or other compensation (including severance) to any shareholder, manager, director, officer, Employee, Affiliate or agent of either Company;
(c) adoption of, amendment to or increase in the payments to or benefits under (including by way of acceleration or waiving of any vesting or performance criteria), any Benefit Plan or execution of or amendment to any collective bargaining agreement;
(d) damage to or destruction or loss in excess of $25,000 to any of its Assets or properties (whether or not covered by insurance);
(e) sale (other than sales of inventories in the ordinary course of business), lease or other disposition of any asset of the Company or the creation of any Lien on any asset except sales or leases of (A) tangible personal property of under $5,000 in value or inventory that is obsolete or no longer used or useful in the conduct of the business or (B) finished goods in the ordinary course of business;
(f) loan made to, or transaction with or on behalf of, any Employee, officer, manager, director, member or Affiliate of either Company;
(g) Contract executed in connection with any strategic alliance, joint marketing initiative, joint development agreement, joint venture or acquisition of either Company;
(h) except as may be required by applicable Law or GAAP, change by either Company in accounting or Tax reporting principles, methods or policies;
(i) election or rescission of an election by either Company relating to Taxes, settlement or compromise of any Proceeding, arbitration or controversy relating to Taxes;
(j) incurrence of a single capital expenditure or commitment therefor in excess of $25,000
(k) conduct related to either Company’s cash management customs and practices (including the collection of receivables and payment of payables) outside the ordinary course of business.
Absence of Certain Developments. Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant hereto on or before the Closing Date, since October 31, 2000, there has not been any Material Adverse Change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a Material Adverse Change. Without limiting the foregoing, except as set forth on the attached "DEVELOPMENTS SCHEDULE," since October 31, 2000, neither Seller (solely with respect to the Acquired Companies) nor any of the Acquired Companies has:
(a) subjected any material portion of the properties or assets of any Acquired Company to any Lien or Encumbrance (other than Permitted Encumbrances);
(b) entered into, amended or terminated any material lease, contract, agreement or commitment applicable to any Acquired Company, or taken any other action or entered into any other material transaction applicable to any Acquired Company other than in the Ordinary Course of Business;
(c) declared, set aside or paid outside of the Ordinary Course of Business any dividends or made any other distributions (whether in cash or in kind) with respect to any shares (or other interests) of the Capital Stock of any Acquired Company;
(d) made any capital expenditures or commitments for capital expenditures on behalf of any Acquired Company except for amounts less than $50,000;
(i) increased the salary, wages or other compensation of any officer or employee of any Acquired Company whose annual salary is, or after giving effect to such change would be, $150,000 or more; (ii) established or modified with respect to any Acquired Company any of the (x) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment contract or other employee compensation arrangement or (y) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (partial or complete) any Benefit Plan except to the extent required by applicable law;
(f) (i) incurred, either directly or on behalf of an Acquired Company, any indebtedness in an aggregate principal amount exceeding $100,000 (net of any amounts discharged during such period), or (ii) voluntarily purchased, cancelled, prepaid or completely or partially discharged in advance of a scheduled payment date with respect ...
Absence of Certain Developments. Since the date of the Interim Balance Sheet, (a) there has not been any event, circumstance, occurrence or effect that, individually or in the aggregate, is or would be reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operation of the Acquired Companies. and (b) each Acquired Company has conducted its business in the ordinary course of business. Except as set forth on Schedule 2.11, since the date of the Interim Balance Sheet through the date hereof, no Acquired Company has:
(a) amended any of the Organizational Documents of the Acquired Companies;
(b) effected any split, combination or reclassification of any shares of capital stock or other equity interests of the Acquired Companies;
(c) issued, sold or otherwise disposed of any shares of capital stock or other equity interests of the Acquired Companies, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) or entered into any agreement with any respect to the conversion, exchange, registration or voting of, any shares of capital stock or other equity interests of the Acquired Companies;
(d) declared or paid any dividends or distributions on or in respect of the shares of capital stock or other equity interests of the Acquired Companies or redeemed, purchased or acquired any shares of capital stock or other equity interests of the Acquired Companies;
(e) increased the rate of, or amended or accelerated the payment, right to payment or vesting of the compensation, severance, termination pay or retention payments payable or to become payable to or benefits of any employee;
(f) other than in the ordinary course of business consistent with past practice, sold, leased, licensed, transferred or otherwise disposed of or encumbered any material tangible property or material Company IP, or granted or otherwise created or consented to the creation of any Lien (other than Permitted Liens) affecting any Assets of the Acquired Companies;
(g) incurred, assumed or guaranteed any Indebtedness to which the Acquired Companies or any of their assets or properties would be subject;
(h) made any changes in accounting methods or practices, except as disclosed in the notes to the Financial Statements;
(i) made any material changes in Tax accounting methods;
(j) canceled, modified or waived any material debts or claims held by the Acquired Companies, or waived any right of substantial value o...