Absence of Unusual Transactions and Events Sample Clauses
Absence of Unusual Transactions and Events. Except as disclosed in Schedule M-8.12, since October 1st, 2022, the Company has carried on its business in the Ordinary Course and, without limiting the generality of the foregoing, the Company has not:
8.12.1. split, combined, reclassified, recapitalized or otherwise amended any terms of any shares or series of the Company’s or any of its Subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly-owned Subsidiary of the Company that remains a wholly-owned Subsidiary of the Company after consummation of such transaction;
8.12.2. made any loans or advances to any Person, other than advances for travel expenses made in the Ordinary Course;
8.12.3. sold, assigned, conveyed exchanged, or otherwise disposed of any of the tangible assets or rights of the Company or its Subsidiaries, other than in the Ordinary Course;
8.12.4. engaged in any discussion with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of the Company’s or Subsidiaries’ assets, or (ii) any amalgamation, consolidation or other business combination transaction of the Company or any of the Subsidiaries with or into another Person other than as contemplated by this Subscription Agreement;
8.12.5. declared, set aside or paid any dividend or made any distribution, whether in cash, stock or in any other kind, in respect of any of its shares or repurchased, redeemed or otherwise acquired any of the Company’s or its Subsidiaries’ s capital stock or equity interests;
8.12.6. except as otherwise required by existing Company Equity Plans or the Contracts listed on Schedule M-8.15, (i) granted any severance, retention, change in control or termination or similar pay, except in connection with the promotion, hiring or termination of employment of any non-officer employee or non-management employee in the Ordinary Course, (ii) made any change in the key management structure of the Company or any of the Company’s Subsidiaries, or hired or terminated the employment of employees with an annual base salary of $200,000 or more, other than terminations for cause or due to death or disability, (iii) terminated, adopted, entered into or materially amended any Company Equity Plan, (iv) increased the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except in the Ordinary Course, (v) established any trust or take any other action to secure the payment of any compensation ...
Absence of Unusual Transactions and Events. Except as set out in Schedule 3.1.13, the Corporation has not, since the Unaudited Statement Date:
3.1.13.1 paid or satisfied any obligation or liability, absolute or contingent, other than current liabilities or obligations disclosed in the Unaudited Financial Statements and current liabilities or obligations incurred since the Unaudited Statements Date in the ordinary course of the Business, consistent with past practice;
3.1.13.2 waived or cancelled any rights or claims or made any gift, other than donations made in the ordinary course of the Business, consistent with past practice;
3.1.13.3 sold or otherwise disposed of any fixed or capital assets having a fair market value, in the case of any single sale or disposition, in excess of $25,000 and, in the case of all sales and dispositions, in excess of $50,000 in total;
3.1.13.4 made any capital expenditures, in the case of any single capital expenditure, in excess of $25,000 and, in the case of all capital expenditures, in excess of $50,000 in total;
3.1.13.5 made any material change or deviation from past practices in the manner of its billings, or the credit terms made available by it, to any o▇ ▇▇▇ ▇▇stomers or recording and/or treatment by the Corporation of customer accounts receivable or reserves for doubtful accounts;
3.1.13.6 made or suffered any change or changes in its financial condition, assets, liabilities or the Business which, singly or in the aggregate, have materially adversely affected or could materially adversely affect its financial condition, assets, liabilities or the Business;
3.1.13.7 suffered or incurred any damage, destruction or loss, whether or not covered by insurance, which has materially adversely affected or could materially adversely affect its financial condition, assets or the Business;
3.1.13.8 made any increase in the compensation payable or to become payable to directors, officers, employees, independent contractors or agents, including any improvements to severance or termination pay, except as required by Law, other than improvements to Employee Plans set out in Schedule 3.1.25;
3.1.13.9 declared or paid any dividend or made any distribution, whether in cash, stock or in specie, in respect of any of its shares or purchased, redeemed or otherwise acquired any of its securities or made any other payment to the Jasc Stockholders or Persons related to them outside the ordinary course of business;
3.1.13.10 changed any method of accounting or accounting principles;
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Absence of Unusual Transactions and Events. Except as set out in ------------------------------------------ Schedule C, the Corporation has not, since the Financial Statements Date:
3.1.12.1. paid or satisfied any obligation or liability, absolute or contingent, other than current liabilities or obligations disclosed in the Financial Statements and current liabilities or obligations incurred since the Financial Statements Date in the ordinary course of the Business, consistent with past practice;
3.1.12.2. sold or otherwise disposed of any fixed or capital assets having a fair market value, in the case of any single sale or disposition, in excess of $50,000 and, in the case of all sales and dispositions, in excess of $100,000 in the aggregate;
3.1.12.3. made any capital expenditures, in the case of any single capital expenditure, in excess of $50,000 and, in the case of all capital expenditures, in excess of $100,000 in the aggregate; the Purchaser acknowledges that the Corporation is currently negotiating a prospective outsourcing contract with Banque Nationale du Canada and in connection with such contract the Corporation may commit to make capital expenditures not exceeding $538,000; the Vendor agrees to consult with the Purchaser prior to the Corporation entering into such contract and/or committing to such capital expenditures provided that if the Vendor and the Purchaser do not otherwise agree, the Purchaser hereby consents to the Corporation entering into such contract and making capital expenditures not exceeding $538,000 for such purpose;
Absence of Unusual Transactions and Events. (a) Since the Financial Statements Date, except in respect of the CCAA Proceedings, there has not been any effect, event, change, occurrence, state of facts, development or circumstance that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect or any event that would or could reasonably be expected to materially impair or delay the ability of the Seller to consummate the Transaction or otherwise perform its obligations under the Closing Documents.
(b) The Seller and Travel Services have not, since the Financial Statements Date, except in respect of the CCAA Proceedings and as otherwise set forth in Section 4.12(b) of the Disclosure Letter, conducted the Business or entered into any Contract or transaction other than in the Ordinary Course, and, without limiting the generality of the foregoing, have not since such date taken any action as set out below:
(i) sold, licensed or otherwise disposed of any of the assets of the kind comprising Purchased Assets or cancelled any Claims comprising part of the Purchased Assets except in the Ordinary Course;
(ii) imposed any Encumbrance upon any of the Purchased Assets, except for Permitted Encumbrances;
(iii) accelerated, terminated, materially amended or cancelled any Assumed Contracts or Permits and Licenses, except in the Ordinary Course;
(iv) made any material change in the manner of its ▇▇▇▇▇▇▇▇, or the credit terms made available by them, to any of their customers;
(v) paid, declared or agreed to pay any dividends or similar distributions to any shareholders;
(vi) other than the LVI Promissory Note and the Intercompany DIP, made, or received any loans to, any affiliate, or otherwise entered into a transaction with any affiliate outside of the Ordinary Course;
(vii) taken any action following such date that would be prohibited by Section 8.2 or 8.3, as applicable, if such action were taken after the date of this Agreement;
(viii) given any promotions, made any increase in the compensation or other benefits payable or to become payable to the employees, contractors and consultants of the Seller, other than pursuant to existing written agreements, including Collective Agreements, disclosed to the Buyer to the extent required under Section 4.18, Key Employee Retention Agreements or in the Ordinary Course; or
(ix) authorized or agreed or otherwise become committed to do any of the foregoing.
Absence of Unusual Transactions and Events. Except as may be disclosed in the Financial Statements, the Corporation has not, since the Statements Date:
3.1.14.1 paid or satisfied any obligation or liability, absolute or contingent, other than current liabilities or obligations disclosed in the Financial Statements;
3.1.14.2 waived or cancelled any rights or claims or made any gift;
3.1.14.3 sold or otherwise disposed of or created or granted any Charge over any fixed or capital assets, any Intellectual Property, Computer Systems Software or domain names;
3.1.14.4 made any capital expenditures;
3.1.14.5 made or suffered any change or changes in its financial condition, Assets, liabilities or the Business which, singly or in the aggregate, have materially adversely affected or could materially adversely affect its financial condition, Assets, liabilities or the Business;
3.1.14.6 suffered or incurred any damage, destruction or loss, whether or not covered by insurance, which has materially adversely affected or could materially adversely affect its financial condition, Assets or the Business;
3.1.14.7 made any increase in the compensation payable or to become payable to its directors, officers, employees, independent contractors or agents, including, without limitation, any improvements to severance or termination pay;
3.1.14.8 declared or paid any dividend or made any distribution, whether in cash, stock or in specie, in respect of any of its shares or repurchased, redeemed or otherwise acquired any of its securities; or
3.1.14.9 authorized or agreed or otherwise become committed to do any of the foregoing.
Absence of Unusual Transactions and Events. Except as disclosed in Section 3.11 of the Company Disclosure Schedules, since October 1st, 2022, each Group Company has carried on its business in the Ordinary Course and, without limiting the generality of the foregoing, has complied with the obligations set out in Section 5.1 mutatis mutandis as of the reference dates set out in this Section 3.11.