Absence of Certain Developments Clause Samples
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Absence of Certain Developments. Except as disclosed on Schedule 2.1(y), since September 30, 2010, neither the Company, the non-PRC Subsidiaries, nor the PRC Subsidiary have:
(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 material 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 $50,000;
(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 $10,000;
(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 ...
Absence of Certain Developments. Except as disclosed in the Minn Shares SEC Filings, as set forth on Schedule 5.19 or as otherwise contemplated by this Agreement, since the date of the Minn Shares Latest Balance Sheet, Minn Shares has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on Minn Shares, (ii) any event that would reasonably be expected to prevent or materially delay the performance of Minn Shares’ obligations pursuant to this Agreement, (iii) any material change by Minn Shares in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of capital stock of Minn Shares or any redemption, purchase or other acquisition of any of Minn Shares’ securities, (v) any increase in the compensation or benefits or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of Minn Shares, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of Minn Shares, (vi) any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by Minn Shares, (vii) any amendment to its certificate of incorporation or bylaws, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by Minn Shares, (x) purchase, sale, assignment or transfer of any material assets by Minn Shares, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of Minn Shares, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on Minn Shares, or (z) cancellation, compromise, release or waiver by Minn Shares of any rights of material value or any material debts or claims, (ix) any incurrence by Minn Shares of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past pract...
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. 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. 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 the Balance Sheet Date and except as contemplated by this Agreement and except as set forth on Schedule 2.19, there has been (i) no material adverse change in the condition (financial or otherwise) of the Company or in the assets, liabilities, properties, or business of the Company, (ii) no declaration, setting aside, or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock of the Company and no undertaking by the Company to do any of the foregoing, (iii) no waiver of any valuable right of the Company or cancellation of any debt or claim held by the Company, (iv) no loan by the Company to any officer, director, employee, or stockholder of the Company, or any agreement or commitment therefor, (v) no increase, direct or indirect, or modification in the compensation or benefits paid or payable to any officer, director, employee, or agent of the Company, (vi) no material loss, destruction, or damage to any property of the Company whether or not insured, (vii) no labor disputes involving the Company and no material change in the personnel of the Company or the terms and conditions of their employment, (viii) no acquisition or disposition of any material assets (or any contract or arrangement therefor), (ix) no material change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise, (x) no debt, obligation, or liability incurred, assumed or guaranteed by the Company, except for immaterial amounts and for current liabilities incurred in the ordinary course of business, (xi) no sale, assignment or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company, (xii) no termination or change in any Material Contract to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, prospects or operations of the Company, (xiii) no event or condition of any character that, to the Company’s knowledge, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities or financial condition, prospects or operations of the Company, (xiv) no change in the accounting methods or practices followed by the Company, and (xv) no arrangement or commitment by the Company to do any of the acts describe...
Absence of Certain Developments. Between the Most Recent Balance Sheet Date and the date of the Original Agreement, except contemplated by the Reorg Plan, Real Estate Plan and Cap Ex Plan:
(a) the Acquired Companies have conducted the Business in the Ordinary Course of Business;
(b) there has not been any change, development, condition or event that constitutes a Material Adverse Effect of the Company; and
(c) no Acquired Company has:
(i) amended its Organizational Documents, effected any split, combination, exchange, reclassification, recapitalization, stock dividend or similar action with respect to its capital stock or other Equity Interests or adopted or carried out any plan of complete or partial liquidation or dissolution;
(ii) except for the issuance of shares of Common Stock pursuant to the conversion of any Convertible Debenture or the exercise of the Option, authorized, transferred, issued, sold or disposed of any shares of capital stock or other securities of the Company or any other Acquired Company or, except pursuant to this Agreement or an Option Agreement, granted options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of the Company or any other Acquired Company;
(iii) declared or paid a dividend on, or made any other distribution in respect of, its capital stock or other Equity Interests (except for cash dividends or distributions by Subsidiaries of the Company to the Company) or repurchased, redeemed or otherwise acquired or cancelled any of its capital stock;
(iv) except in the Ordinary Course of Business, acquired any real property or sold, assigned, licensed, transferred, conveyed, leased or otherwise disposed of any real property or amended, modified, extended, renewed or terminated any Lease or entered into any new Lease;
(v) incurred, assumed or otherwise become liable in respect of any Indebtedness or incurred or suffered any Encumbrance, other than Permitted Encumbrances, on any of its Assets or incurred or become subject to any Liability, except Indebtedness or Liabilities incurred in the Ordinary Course of Business;
(vi) entered into any transaction with any Affiliate of any Acquired Company, including the Core Securityholders and their Related Parties, other than loans or advances among the Acquired Companies and other than transactions on arms’-length commercial terms that are terminable on 90-days’ notice without premium or penalty;
(vii) (A) merged or consolidated with any Person; (B) acquir...
Absence of Certain Developments i. Except as expressly contemplated by this Agreement or as set forth in Section 4J of the Disclosure Letter, since the date of the Latest Balance Sheet, neither the Company nor any Subsidiary has:
(a) issued any notes, bonds or other debt securities or any equity securities or any securities convertible, exchangeable or exercisable into any equity securities;
(b) borrowed any amount or incurred or become subject to any liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business;
(c) discharged or satisfied any lien or encumbrance or paid any obligation or liability, other than current liabilities paid in the ordinary course of business;
(d) declared or made any payment or distribution of cash or other property to its stockholders with respect to its stock or purchased or redeemed any shares of its stock or any warrants, options or other rights to acquire its stock;
(e) mortgaged or pledged any of its properties or assets or subjected them to any lien, security interest, charge or other encumbrance, except liens for current property taxes not yet due and payable;
(f) sold, assigned or transferred any of its tangible assets, except in the ordinary course of business, or canceled any debts or claims, except in the ordinary course of business;
(g) sold, assigned or transferred any patents or patent applications, trademarks, service marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets, or disclosed any proprietary confidential information to any Person, other than pursuant to a license arrangement or agreement made in the ordinary course of business or pursuant to a non-disclosure arrangement or agreement made in the ordinary course of business or in connection with the negotiations under this Agreement, the Related Contribution Agreements, and the other agreements entered into pursuant hereto and thereto;
(h) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business or consistent with past practice;
(i) made any loans or advances to, guarantees for the benefit of, or any Investments in, any Persons in excess of $100,000 in the aggregate;
(j) made any capital expenditures or commitments therefor that aggregate in excess of $5,000,000;
(k) made any charitable contributions or pledges in excess of $100,000 in the aggregate;
(l) suff...