Common use of Changes or Events Clause in Contracts

Changes or Events. Except as set forth on Schedule 6.11 and except for the transfer of the Premises contemplated by Section 8.8, since January 1, 2005, the Company has conducted its business in the ordinary course and none of the following has occurred with respect to the Company: (a) Any amendments to the Company’s Formation Documents; (b) Any disposition of, or agreement to dispose of, or placement of an Encumbrance upon, any of the Company’s assets, other than dispositions of inventory and obsolete equipment in the regular, normal and ordinary course of business, consistent with past custom or practice; (c) Any acquisition, by merger, consolidation, purchase of stock or assets or otherwise, of any corporation, partnership, association or other business organization or of all or substantially all of its assets, or any sale or agreement to sell the Company, by merger, consolidation, sale of stock or sale of all or substantially all of the Company’s assets; (d) Any (i) issuance or sale (or agreement to issue or sell) any of the Company’s capital stock or any options, warrants or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares, (ii) declaration, setting aside or payment of any distributions, dividends or similar payments (other than cash dividends) in respect of the Stock or any other capital stock (or similar equity interest) of the Company; or (iii) redemption, purchase or other acquisition of the Stock or any other capital stock (or similar equity interest) of the Company; (e) Any incurrence of any Indebtedness or making of loans or advances by the Company to any Person other than advances to employees in the ordinary course of business consistent with past practice; (f) Any increase in the compensation or other payment to any director, officer or employee, whether now or hereafter payable or granted (other than increases in base compensation in the ordinary course consistent in timing and amount with past practices), or entry into or variation of the terms of any employment or incentive agreement with any such person; (g) Any commencement, entering into, or altering of any Scheduled Contract, or any Employee Plan, stock option, stock purchase, or incentive plan for employees of the Company; (h) Any capital expenditure or commitment to any capital expenditure in excess of $100,000; (i) Any termination of employees of the Company, except in the ordinary course of business; (j) Any change in the Company’s accounting procedures or practices; (k) Any development, change or occurrence that constitutes a Material Adverse Effect; (l) Any cancellation of any debts or waiver of any material rights or payment, discharge or satisfaction of any claim, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of liabilities and obligations reflected on or reserved against on the Financial Statements or incurred in the ordinary course of business consistent with past practice since July 31, 2005; (m) Any disposition of or permission to lapse of any rights to the use of any material Proprietary Rights or disposition of or disclosure of (except as necessary in the conduct of its business) to any Person, of any trade secret, formula, process or know-how not a matter of public knowledge prior to such disclosure; (n) Any entering into or termination of any agreement or transaction with any Related Party; (o) Any making or revoking of any election for Tax purposes by the Company or on its behalf or any change in the Company’s status as an S corporation; (p) Any incurrence of any material damage, destruction or loss, whether or not covered by insurance, adversely affecting the properties, business or assets of the Company; or (q) Any agreement or commitment by the Company to do or take any of the foregoing actions.