Common use of Absence of Unusual Transactions and Events Clause in Contracts

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 payable by the Company or any of the Company’s Subsidiaries or (vi) taken any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by the Company or any of the Company’s Subsidiaries, except in the Ordinary Course; 8.12.7. (i) sold, conveyed, transferred, or granted any license or sub-license to any Person, encumbered, covenanted not to assert, abandoned, allowed to lapse, or otherwise disposed of any of the Company’s Intellectual Property, held or used by it, except for Permitted Charges; (ii) disclosed any material Trade Secrets, except pursuant to sufficiently protective non-disclosure agreements; or (iii) subjected any source code for proprietary Software Materials to Copyleft Terms; 8.12.8. terminated, entered into, amended or otherwise modified, except in the Ordinary Course, (i) any Material Contract, leases or, without limiting the generality of the foregoing, any agreements pursuant to which any Person is granted marketing, distribution or similar rights of any type or scope or any third party royalty rights with respect to any products or services of the Company, or entered into or amended any strategic alliance, license or sub-license agreement, or joint development agreement, except in the Ordinary Course; or (ii) any Contract between the Company or a Subsidiary of the Company, on the one hand, and any shareholders of the Company or their respective Affiliates, on the other hand,; 8.12.9. settled any litigations or claims, or suffered any judgments, requiring payment by the Company in excess of $50,000 in the aggregate or granting injunctive relief or specific performance; 8.12.10. compromised or settled any litigation or claims, or suffered any judgment, in relation to the Company’s Intellectual Property; 8.12.11. acquired any ownership interest in any real property; 8.12.12. (i) incurred or assumed any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Subsidiary of the Company or guaranty any debt securities of another Person, other than any Indebtedness or guarantee incurred in the Ordinary Course; or (ii) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceed $100,000, except as otherwise contemplated by this Subscription Agreement or as such obligations become due in the Ordinary Course; 8.12.13. adopted a plan of, or otherwise entered into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or its Subsidiaries; 8.12.14. waived the restrictive covenant obligations of any current or former employee of the Company or any of the Company’s Subsidiaries; 8.12.15. (i) limited the right of the Company or any of the Company’s Subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person, in each case other than as prescribed by applicable Law or (ii) granted any exclusive or similar rights to any Person; 8.12.16. amended in a manner materially detrimental to the Company or any of the Company’s Subsidiaries, terminate, permit to lapse or fail to use commercially reasonable efforts to maintain any material approval or Permit required for the conduct of the Business of the Company or any of the Company’s Subsidiaries; 8.12.17. terminated or amend in a manner materially detrimental to the Company or any of the Company’s Subsidiaries any material insurance policy insuring the Business of the Company or any of the Company’s Subsidiaries; 8.12.18. changed any accounting methods, principles or practices or changed any pricing or promotional principles or practices; or 8.12.19. authorized or agreed or otherwise become committed to do any of the foregoing.

Absence of Unusual Transactions and Events. Except as disclosed in Schedule M-8.12set forth at Section 4.9 of the Disclosure Letter, since October 1st, 2022the date of Acquired Corporation Financial Statements, the Company Seller has carried on its business operated the Business in the Ordinary Course of Business in all material respects and, without limiting the generality of the foregoing, the Company has notnot since such date: 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. (a) sold, assigned, conveyed exchanged, licensed or otherwise disposed of any assets of the tangible assets or rights of kind comprising the Company or its SubsidiariesPurchased Assets, other than except in the Ordinary CourseCourse of Business or exceeding $20,000; 8.12.4. engaged in any discussion with any representative of any Person regarding (ib) 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 purchased or otherwise acquired any assets of the Company’s kind comprising the Purchased Assets, except in the Ordinary Course of Business or its Subsidiaries’ s capital stock or equity interestsexceeding $20,000; 8.12.6. (c) imposed or suffered any Encumbrance upon any of the Purchased Assets, except as otherwise required by existing Company Equity Plans for Permitted Encumbrances; (d) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any permit except in the Contracts listed on Schedule M-8.15Ordinary Course of Business or taken or failed to take any action that would entitle any party to a permit to terminate, cancel, modify, or amend any permit except in the Ordinary Course of Business; (e) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any Contract, including without limitation, offered any discount or grants of any allowances, discounts, rebates or incentives to a customer, or taken or failed to take any action that would entitle any party to a Contract to terminate, cancel, modify, or amend any Contract except in the Ordinary Course of Business; (i) granted entered into any severance, retention, change in control Contract that would qualify the signatory thereto qualify as a Major Supplier 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, Major Customer; (ii) made any change capital expenditure or authorized any capital expenditure or made any commitment for the purchase, construction or improvement of any capital assets 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 excess of $200,000 or more, other than terminations for cause or due to death or disability, 5,000; (iii) terminatedmade any changes in its accounting principles, adoptedpolicies, entered into practices or materially amended any Company Equity Plan, methods; (iv) increased the cash compensation or bonus opportunity of any employeetransferred, 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 payable by the Company or any of the Company’s Subsidiaries or (vi) taken any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by the Company or any of the Company’s Subsidiaries, except in the Ordinary Course; 8.12.7. (i) sold, conveyed, transferredassigned, or granted any license or sub-license to any Person, encumbered, covenanted not to assert, abandoned, allowed to lapse, or otherwise disposed sublicense of any of the Company’s Intellectual Property, held material rights under or used by it, except for Permitted Charges; (ii) disclosed any material Trade Secrets, except pursuant to sufficiently protective non-disclosure agreements; or (iii) subjected any source code for proprietary Software Materials to Copyleft Terms; 8.12.8. terminated, entered into, amended or otherwise modified, except in the Ordinary Course, (i) any Material Contract, leases or, without limiting the generality of the foregoing, any agreements pursuant to which any Person is granted marketing, distribution or similar rights of any type or scope or any third party royalty rights with respect to any products or services of the CompanyPurchased Assets; (v) sustained material damage, destruction or entered into loss (whether or amended not covered by insurance) to any strategic alliance, license or sub-license agreement, or joint development agreement, except in the Ordinary Course; or (ii) any Contract between the Company or a Subsidiary of the Company, on the one hand, and any shareholders of the Company or their respective Affiliates, on the other hand,; 8.12.9. settled any litigations or claims, or suffered any judgments, requiring payment by the Company Purchased Assets in excess of $50,000 in the aggregate or granting injunctive relief or specific performance10,000; 8.12.10. (vi) cancelled or reduced any of the insurance coverage obtained in respect of the Business; (vii) suffered any loss of a customer that accounts for more than $50,000 or more in revenue per year; (viii) hired or terminated any employee of the Acquired Corporation; (ix) compromised or settled any litigation litigation, proceeding or claims, or suffered any judgment, in relation other action relating to the Company’s Intellectual Property; 8.12.11. acquired any ownership interest in any real property; 8.12.12. (i) incurred or assumed any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Subsidiary of the Company or guaranty any debt securities of another Person, other than any Indebtedness or guarantee incurred in the Ordinary Course; or (ii) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceed $100,000, except as otherwise contemplated by this Subscription Agreement or as such obligations become due in the Ordinary Course; 8.12.13. adopted a plan of, or otherwise entered into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or its Subsidiaries; 8.12.14. waived the restrictive covenant obligations of any current or former employee of the Company or any of the Company’s Subsidiaries; 8.12.15. (i) limited the right of the Company or any of the Company’s Subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any Person, in each case other than as prescribed by applicable Law or (ii) granted any exclusive or similar rights to any Person; 8.12.16. amended in a manner materially detrimental to the Company or any of the Company’s Subsidiaries, terminate, permit to lapse or fail to use commercially reasonable efforts to maintain any material approval or Permit required for the conduct of the Business of the Company or any of the Company’s Subsidiaries; 8.12.17. terminated or amend in a manner materially detrimental to the Company or any of the Company’s Subsidiaries any material insurance policy insuring the Business of the Company or any of the Company’s Subsidiaries; 8.12.18. changed any accounting methods, principles or practices or changed any pricing or promotional principles or practicesAcquired Corporation; or 8.12.19. (x) authorized or agreed or otherwise become committed to do any of the foregoing.