Changes. Since June 30, 2001, there has not been: (a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company; (b) Any resignation or termination of any officer, key employee or group of employees of the Company; (c) Any 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; (d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company; (e) Any waiver by the Company of a valuable right or of a material debt owed to it; (f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business; (g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (h) Any declaration or payment of any dividend or other distribution of the assets of the Company; (i) Any labor organization activity related to the Company; (j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company; (m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or (n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 6 contracts
Sources: Securities Purchase Agreement (One Voice Technologies Inc), Securities Purchase Agreement (Versacom International Inc), Securities Purchase Agreement (Advanced Optics Electronics Inc)
Changes. Since June 30, 2001the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course Ordinary Course of businessBusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such the assets, liabilities, financial condition, operations or prospects or operations of the Company;
(b) Any resignation or termination of any officer, officer or key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course Ordinary Course of businessBusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course Ordinary Course of businessBusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets other than licenses entered into in the Ordinary Course of Business;
(l) Any change changes in any material agreement to Applicable Contract which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character character, to the Knowledge of the Company that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 6 contracts
Sources: Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc)
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects or operations of the Company;
(b) Any resignation or termination of any officer, officer or key employee or group of employees of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 4 contracts
Sources: Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc), Series C Preferred Stock Purchase Agreement (Mp3 Com Inc)
Changes. Since June 30Except as set forth in Section 4.10 of the Disclosure Schedule, 2001, since the Balance Sheet Date there has not been:
(a) Any Material Adverse Effect with respect to the Company or any other change in the condition (financial or other) or properties, assets, liabilities, financial conditionbusiness, operating results or prospects or operations of the CompanyCompany from that reflected in the Interim Financial Statements, other than except changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation damage, destruction, or termination of any officerloss (whether or not covered by insurance) materially and adversely affecting the properties, key employee assets, or group of employees business of the CompanyCompany as presently or proposed to be conducted;
(c) Any material increase in the compensation or rate of compensation or commissions payable or to become payable by the Company to any of its directors, officers, employees, or agents, or any hiring of any employee, or any payment of any bonus, profit-sharing amount or other extraordinary compensation to any director, officer, employee, salesperson or agent, or any material change in any bonus, profit-sharing, retirement or other similar plan, agreement or arrangement or any adoption of or entry into of any new bonus, profit-sharing, group life or health insurance, or other similar plan, agreement or arrangement;
(d) Any material change in the accounting methods or practices followed by the Company;
(e) Any material debt, obligation or liability (whether absolute or contingent) incurred by the Company (whether or not presently outstanding) except current liabilities incurred, and obligations under agreements entered into, in the ordinary course of business;
(f) Any sale, lease, abandonment or other disposition by the Company of any real property or, in each case other than in the ordinary course of business, of any equipment or other operating properties or any sale, assignment, transfer, license or other disposition by the Company of any Intellectual Property or other intangible asset;
(g) Any strike or any other occurrence, event or condition of any similar character that materially and adversely affects or may materially and adversely affect the assets, properties, business or prospects of the Company, or, to the Company’s Knowledge, any labor trouble;
(h) Any change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ei) Any waiver by the Company of a valuable right or of a material debt owed to itit except in the ordinary course of business;
(fj) Any direct or indirect loans made by the Company to any stockholdermember, employee, officer officer, or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(hk) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(il) Any labor organization activity related to the Company;
(j) Any debtsatisfaction or discharge of any Lien, Claim, or encumbrance or payment of any obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any business and that is not material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assetsproperties, liabilities, prospects or financial condition, operations or prospects condition of the CompanyCompany (as such business is presently conducted and proposed to be conducted);
(m) Any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(n) Any Tax election made or changed, any Tax accounting method adopted or changed, any closing agreement entered into, any Tax ruling issued, any Tax claim or assessment settled or compromised, any consent to the extension or waiver of the limitation period applicable to any Tax claim or assessment, or any right to claim a Tax refund surrendered;
(o) Any resignation or termination of employment of any officer or key employee of the Company; and the Company does not know of any impending resignation or termination of employment of any such officer or key employee;
(p) Any other event or condition of any character that, either individually or cumulatively, has or may that materially and adversely affect affects the businessbusiness (as such business is presently conducted and is proposed to be conducted), assets, liabilities, financial conditionproperties, prospects or operations financial condition of the Company; or
(nq) Any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.10.
Appears in 4 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)
Changes. Since June 30, 2001the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any stockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder, except as disclosed in the SEC Filings;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, except for a November 11, 2000 dividend on the Series D Preferred Stock;
(h) Any labor organization activity;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lk) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations major customer of the Company; or;
(n) Any arrangement any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(p) any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 6.9.
Appears in 4 contracts
Sources: Bond Purchase Agreement, Bond Purchase Agreement (Greenlight Capital LLC), Bond Purchase Agreement (Greenlight Capital LLC)
Changes. Since June 30December 31, 20012002, except as disclosed in any Schedule to this Agreement or to any of the other Transaction Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp), Securities Purchase Agreement (Digital Angel Corp)
Changes. Since June 30December 31, 2001, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Valcom Inc /Ca/), Securities Purchase Agreement (Briazz Inc), Securities Purchase Agreement (Path 1 Network Technologies Inc)
Changes. Since June 30Except as disclosed in the Unaudited Financial Statements and subject to the exceptions identified in Exhibit B, 2001, since the date of the Financial Statements there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of UniDial as shown on the Companybalance sheet as of the date of the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any material change, except in the ordinary course of business, in the contingent obligations of the Company UniDial by way of guaranty, endorsement, indemnity, warranty warranty, or otherwise;
(dc) Any damage, destruction destruction, or loss, whether or not covered by insurance, materially and adversely affecting the properties, business business, financial condition, operations or prospects or financial condition of the CompanyUniDial;
(ed) Any waiver by the Company UniDial of a valuable material right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company UniDial to any stockholdershareholder, employee, officer officer, or director of the CompanyUniDial, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the CompanyUniDial;
(ig) Any labor organization activity related to the Companyactivity;
(jh) Any debt, obligation obligation, or liability incurred, assumed or guaranteed by the CompanyUniDial, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;.
(ki) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any adverse change in any material agreement to which the Company UniDial is a party or by which it is or any of its assets are bound which or subject, including compensation agreements with UniDial's employees;
(j) To the best of the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected, or, so far as the Company may now foresee, in the future may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event For the purposes of this Section 3.6, the terms "material" or condition "materially" shall mean an affect on value of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) abovemore than $100,000.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc), Preferred Stock Purchase Agreement (Williams Communications Group Inc)
Changes. Since June 30, 2001, the Financial Statement Date there has not been:
(a) Any 2.23.1 any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany from that reflected in the Financial Statements, other than except changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to business that have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any material change, except in the ordinary course of businessnot been, in the contingent obligations of the Company by way of guarantyaggregate, endorsement, indemnity, warranty or otherwisematerially adverse;
(d) Any 2.23.2 any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(e) Any 2.23.3 any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct 2.23.4 any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(g) Any 2.23.5 any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
2.23.6 any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of 2.23.7 any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, patent rights, trademarks, trademark applications, service marks, copyrights, copyrights registrations, trade secrets or other intangible assets;
(l) Any change in 2.23.8 any resignation or termination of employment of any officer or key employee of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
2.23.9 receipt of notice that there has been a loss of, or material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the businessorder cancellation by, assets, liabilities, financial condition, operations or prospects any major customer of the Company;
(m) Any 2.23.10 any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
2.23.11 any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, or any other person or entity, other than travel advances and other advances made in the ordinary course of its business;
2.23.12 any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
2.23.13 to the Company’s knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that might materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the CompanyCompany (as such business is presently conducted); or
(n) Any arrangement 2.23.14 any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.23.
Appears in 3 contracts
Sources: Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc), Research Collaboration and License Agreement (Vitae Pharmaceuticals, Inc)
Changes. Since June 30the Statement Date, 2001each of the Group Companies has (i) operated its business (including the Business), in the ordinary course consistent with its past practice, (ii) used its best efforts to preserve its business (including the Business), (iii) collected receivables and paid payables and similar obligations in the ordinary course of business consistent with past practice, and (iv) not engaged in any new line of business or entered into Contracts except those in the ordinary course of business consistent with past practice. Except as listed in Section 3.15 of the Disclosure Schedule, since the Statement Date, there has not been any Material Adverse Effect or any material change in the way the Group conducts its business (including the Business), and there has not been:
(ai) Any change any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the assetsaggregate material to its business, liabilities, financial condition, prospects whether tangible or operations of the Companyintangible, other than changes the purchase or sale of inventory in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Companybusiness consistent with its past practice;
(bii) Any resignation any acquisition (by merger, consolidation or termination other combination, or acquisition of stock or assets, or otherwise) of any officerbusiness or other Person or division thereof, key employee or group any sale or disposition of employees of the Companyany business or division thereof;
(ciii) Any material changeany waiver, except termination, cancellation, settlement or compromise of a valuable right, debt or claim;
(iv) any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any Lien (other than Permitted Liens) or (2) any Indebtedness or guarantee, or the making of any loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of businessbusiness consistent with its past practice), in or the contingent obligations making of the Company by way of guaranty, endorsement, indemnity, warranty any investment or otherwisecapital contribution;
(dv) Any any amendment to or termination of any Material Contract (including any amendment or termination due to the Investor’s subscription of Series B-2 Preferred Shares), any entering of any new Contract that would have been a Material Contract if in effect on the date hereof, or any amendment to or waiver under any Charter Document;
(vi) any material change in any compensation arrangement or Contract with any employee, or adoption of any new Benefit Plan, or made any change in any existing Benefit Plan;
(vii) any declaration, setting aside, dividend payment or other distribution in respect of any Equity Securities of any Group Company, or any issuance, transfer, redemption, purchase or acquisition of any Equity Securities by any Group Company;
(viii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operation or business or prospects or financial condition of the any Group Company;
(eix) Any waiver by the Company any change in accounting methods or practices or any revaluation of a valuable right or any of a material debt owed to itits assets;
(fx) Any direct any change in the approved or indirect loans made by registered business scope of any Group Company established in the Company PRC or any change to any stockholder, employee, officer or director of the Consent held by such Group Company, other than advances made ;
(xi) except in the ordinary course of businessbusiness consistent with its past practice, entry into any closing agreement in respect of material Taxes, settlement of any claim or assessment in respect of any material Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material amount of additional Tax or filing of any material amended Tax Return;
(gxii) Any material change in any compensation arrangement commencement or agreement with settlement of any employee, officer, director or stockholderAction;
(hxiii) Any declaration any authorization, sale, issuance, transfer, pledge or payment other disposition of any dividend or other distribution Equity Securities of the assets of the any Group Company;
(ixiv) Any labor organization activity related any resignation or termination of any Key Employee, any indication of a Key Employee’s intention to the terminate his/her employment with any Group Company, or any resignation or termination of any group of employees of any Group Company;
(jxv) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in transaction with any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the CompanyRelated Party; or
(nxvi) Any arrangement any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethe preceding paragraphs of this Section 3.15.
Appears in 3 contracts
Sources: Series B 2 Preferred Share Subscription Agreement (YY Inc.), Series B 2 Preferred Share Subscription Agreement (HUYA Inc.), Series B 2 Preferred Share Subscription Agreement (HUYA Inc.)
Changes. Since June 30, 2001the formation of the Company (and after giving effect to consummation of the transactions contemplated by the Contribution Agreement), there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ig) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kh) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects condition or operations of the Company; or
(nk) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 3 contracts
Sources: Series a Preferred and Common Stock Purchase Agreement (Telecom Communications Inc), Stock Purchase Agreement (Telecom Communications Inc), Series a Preferred and Common Stock Purchase Agreement (Intermix Media, Inc.)
Changes. Since June 30the Statement Date, 2001the Group has operated its business in the ordinary course consistent with its past practice, there has not beenbeen any Material Adverse Effect, and there has not been by or with respect to any Group Company:
(a) Any change any purchase, acquisition, sale, lease, disposal of or other transfer of any assets that are individually or in the assetsaggregate material to its business, liabilities, financial condition, prospects whether tangible or operations of the Companyintangible, other than changes the purchase or sale of inventory in the ordinary course of businessbusiness consistent with its past practice, none or any acquisition (by merger, consolidation or other combination, or acquisition of which individually stock or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations otherwise) of the Companyany business or other Person or division thereof;
(b) Any resignation any waiver, termination, settlement or termination compromise of any officer, key employee a valuable right or group of employees of the Companya material debt;
(c) Any any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any material changeLien (other than Permitted Liens) or (2) any material indebtedness or guarantee, except or the making of any material loan or advance (other than reasonable and normal advances to employees for bona fide expenses that are incurred in the ordinary course of businessbusiness consistent with its past practice), in or the contingent obligations making of the Company by way of guaranty, endorsement, indemnity, warranty any material investment or otherwisecapital contribution;
(d) Any any declaration, setting aside or payment or other distribution in respect of any equity securities, or any direct or indirect redemption, purchase or other acquisition of any equity securities;
(e) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilitiesproperties, financial condition, operations or prospects business of the any Group Company;
(mf) Any other event any material change in accounting methods or condition practices or any revaluation of any character thatof its assets;
(g) except in the ordinary course of business consistent with its past practice, either individually settlement of any material claim or cumulativelyassessment in respect of any taxes, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects consent to any extension or operations waiver of the Companylimitation period applicable to any material claim or assessment in respect of any taxes, entry or change of any tax election, change of any method of accounting resulting in any amount of additional tax or filing of any amended tax return;
(h) any commencement or settlement of any material legal action; or
(ni) Any arrangement any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.12.
Appears in 3 contracts
Sources: Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD)
Changes. Since June 30Except as set forth on Schedule 4.13, 2001since December 31, 2006 there has not been:
(a) Any any change in the assetsSpecified Assets, liabilities, financial conditioncondition or operating results of Seller from that reflected in the Financial Statements, prospects or operations of the Company, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Specified Assets, properties, financial condition, operating results or Business of Seller;
(c) any waiver by Seller of a material right;
(d) any satisfaction or discharge of any lien, claim or Encumbrance or payment of any obligation by Seller, except in the ordinary course of business or prospects or and that is not material to the Specified Assets, properties, financial condition or operating results of Seller or the CompanyBusiness;
(e) Any waiver any material change or amendment to a Contract or arrangement by which Seller or any of the Company of a valuable right Specified Assets or of a material debt owed to itproperties is bound or subject;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderEmployee of Seller;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patentsIntellectual Property Rights or Intangibles, trademarksor disclosure of any proprietary or confidential information to any Person;
(h) any resignation or termination of employment of any key officer of Seller; and Seller does not know of the impending resignation or termination of employment of any such officer;
(i) any mortgage, copyrightspledge, trade secrets transfer of a security interest in, or other intangible assetslien, created by Seller, with respect to any of Seller’s properties or Assets, except liens for taxes not yet due or payable;
(j) receipt of notice that there has been a loss of any customer of Seller;
(k) any capital expenditures or commitments that were not included in Seller’s capital expenditure budget for the fiscal year ending December 31, 2007;
(l) Any change in to Seller’s knowledge, any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may that might materially and adversely affect the businessSpecified Assets, assets, liabilitiesor the properties, financial condition, prospects condition or operations operating results of Seller or the CompanyBusiness; or
(nm) Any arrangement any agreement or commitment by the Company Seller or Seller to do any of the acts things described in subsection (a) through (m) abovethis Section 4.13.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Providence Service Corp)
Changes. Since June 30, 2001the Statement Date, there has not been, to the Company’s Knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ig) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kh) Any sale, assignment assignment, exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material agreement to which the Company is a party or by which it is bound bound, which may materially and adversely affect affects the business, assets, liabilities, financial conditioncondition or operations of the Company;
(j) Any loans made by the Company to or for the benefit of its employees, operations officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;
(k) Any resignation or termination of any executive officer or key employee of the Company, and the Company is not aware of any impending resignation or termination of employment of any such officer or key employee;
(l) Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(m) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due and payable;
(n) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company;
(o) Any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(p) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects condition or operations of the Company; or
(nq) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (LendingClub Corp), Series B Preferred Stock Purchase Agreement (LendingClub Corp)
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects or operations of the Company;
(b) Any resignation or termination of any officer, officer or key employee or group of employees of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Inphonic Inc), Series B Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Changes. Since June 30the Statement Date, 2001except as set forth in the Disclosure Schedule, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee Key Employee (as defined in Section 3.15(a)), or group of employees of the CompanyCompany or any Subsidiary;
(c) Any To the Company’s knowledge, any material change, except in the ordinary course of business, in the contingent obligations of the Company or any Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any To the Company’s knowledge, any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany or any Subsidiary;
(e) Any waiver by the Company or any Subsidiary of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any Subsidiary;
(hg) Any declaration or payment of any dividend or other distribution of the assets of To the Company;
(i) Any ’s knowledge, any labor organization activity related to the CompanyCompany or any Subsidiary;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any Subsidiary, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(ki) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company or any Subsidiary outside of the ordinary course of business;
(lj) Any change in amendment to any material agreement to which the Company or any Subsidiary is a party or by which it is bound which may materially and adversely affect the businessbound;
(k) Any declaration, assets, liabilities, financial condition, operations setting aside or prospects payment or other distribution in respect of any of the Company’s or any Subsidiary’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company or any Subsidiary;
(l) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any Subsidiary;
(m) Any loans or guarantees made by the Company or any Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(n) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(o) To the Company’s knowledge, any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Companyresulted in a Material Adverse Effect; or
(np) Any arrangement or commitment by the Company or any Subsidiary to do any of the acts described in subsection foregoing subsections (a) through (m) aboveo).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sonim Technologies Inc), Securities Purchase Agreement (Sonim Technologies Inc)
Changes. Since June 30, 2001the date of the Business Plan, there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany from that reflected in the Business Plan, other than except changes in the ordinary course of businessbusiness that have not been, none of which either individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation any damage, destruction or termination of any officerloss, key employee whether or group of employees not covered by insurance, materially and adversely affecting the business, properties, prospects, or financial condition of the Company;
(c) Any any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) any resignation or termination of employment of any officer or key employee of the Company; and the Company, is not aware of any impending resignation or termination of employment of any such officer or key employee;
(i) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(j) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(k) any declaration, setting aside or payment or other distribution in respect to any of the Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(l) to the Company's knowledge, any other event or condition of any character that might materially and adversely affect the business, properties, prospects or financial condition of the Company;
(m) any 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;
(dn) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Companyordinary; or
(no) Any any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.16.
Appears in 2 contracts
Sources: Series a Preferred Stock Purchase Agreement (Zamba Corp), Series B Preferred Stock Purchase Agreement (Zamba Corp)
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company except for Sanford Nacht, and the Company, to the best of its knowledge, does no▇ ▇▇▇▇ ▇▇ ▇▇▇ impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any stockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(h) Any labor organization activity;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lk) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event Receipt of notice that there has been a loss of, or condition of material order cancellation by, any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations major customer of the Company; or;
(n) Any arrangement mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) Any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000; or
(p) Any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 5.9.
Appears in 2 contracts
Sources: Second Series F Preferred Stock and Warrant Purchase Agreement (Halpern Denny Iii Lp), Series F Preferred Stock Purchase Agreement (Halpern Denny Iii Lp)
Changes. Since June 30, 2001the Balance Sheet Date and through the Agreement Date, there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the Company, other than except changes in the ordinary course of businessbusiness that have not had, none of which individually or in the aggregate has had or is reasonably expected to have aggregate, a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation any damage, destruction or termination of any officerloss, key employee whether or group of employees of the Companynot covered by insurance, except as would not have a Material Adverse Effect;
(c) Any material changeany waiver or compromise by the Company of a valuable right or of a debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not have a Material Adverse Effect;
(e) any change to a Material Agreement;
(f) any material change in any compensation arrangement or agreement with any Key Employee, officer, director or stockholder;
(g) any sale, assignment or transfer by the Company of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company;
(h) any resignation or termination of employment of any officer of the Company, and the Company is not aware of any impending resignation or termination of employment of any officer or any Person listed on Section 2.17(h) of the Schedule of Exceptions under the caption “Specified Persons”;
(i) any material change in the a contingent obligations obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dj) Any damageany mortgage, destruction pledge, transfer of a security interest in, or losslien, whether or not covered created by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company, with respect to any of its properties or assets;
(ek) Any waiver by the Company of a valuable right any loans or of a material debt owed to it;
(f) Any direct or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any stockholder, employee, officer or director members of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetstheir immediate families;
(l) Any change any declaration, setting aside or payment or other distribution in respect to any material agreement to which of the Company is a party Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any to the Company’s knowledge, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(n) Any any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 2 contracts
Sources: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company or any repurchase or redemption of any outstanding security of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any issuance of any capital stock (or rights or options to acquire capital stock of the Company), other than options granted pursuant to the Company's 1995 Stock Option Plan;
(m) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(mn) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Requisite Technology Inc /Co), Purchase Agreement (Requisite Technology Inc /Co)
Changes. Since June 30December 31, 20012002, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Nestor Inc)
Changes. Since June 30Except as set forth in Schedule 3.9, 2001since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects operations, business prospects, employee relations or operations customer or supplier relations of the CompanyCompany from that reflected in the Latest Balance Sheet, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects operations, business prospects, employee relations or operations customer or supplier relations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt or other obligation owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any redemption, repurchase, declaration or payment of any dividend or other distribution of the assets of the Company other than pursuant to agreements which have been approved by the Board and which permit the Company to repurchase shares of capital stock of the Company upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets or any material tangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(m) Any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected or reasonably could be expected to materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
. For purposes of this subsection (m) Any other event ), a material and adverse effect shall only be deemed to occur if its monetary impact exceeds, or condition with the passage of any character thattime, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) abovewill exceed $100,000.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Netlibrary Inc), Series C Preferred Stock Purchase Agreement (Netlibrary Inc)
Changes. Since June 30, 2001the Statement Date, there has not been, to the Company’s Knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects operating results or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects operating results or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company, and the Company is not aware of any impending resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver or compromise by the Company of a valuable material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ig) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kh) Any sale, assignment assignment, exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material agreement to which the Company is a party or by which it is bound bound, which may materially and adversely affect affects the business, assets, liabilities, financial condition, operating results or operations or prospects of the Company;
(j) Any loans made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;
(k) Any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects or financial condition of the Company;
(l) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due and payable;
(m) Any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by the Company other than the acquisition of Common Stock by the Company pursuant to agreements that permit the Company to repurchase such shares at cost (or the lesser of cost or fair market value) upon termination of services to the Company;
(n) Any receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(o) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects operating results or operations of the Company; or
(np) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (LendingClub Corp), Series C Preferred Stock Purchase Agreement (LendingClub Corp)
Changes. Since June 30, 2001, the Statement Date there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer, key employee or group of employees;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or prospects business, operations or financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company or any direct or indirect redemption, purchase or other acquisition of the Company’s capital stock by the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current other liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement agreement, collaboration, partnership or arrangement to which the Company is a party or by which it is bound which may that materially and adversely affect affects the business, assets, liabilities, financial condition, condition or operations or prospects of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects condition or operations of the Company (as such business is presently conducted and as it is proposed to be conducted);
(n) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(o) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(p) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; or
(nq) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mp) above.
Appears in 2 contracts
Sources: Collaborative Research Agreement (Codexis Inc), Collaborative Research Agreement (Codexis Inc)
Changes. Since June September 30, 2001, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Gosun Communications LTD Inc), Securities Purchase Agreement (One Voice Technologies Inc)
Changes. Since June 30, 2001the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course Ordinary Course of businessBusiness, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such the assets, liabilities, financial condition, operations or prospects or operations of the Company;
(b) Any With the exception of the Vice President of Manufacturing, any resignation or termination of any officer, officer or key employee or group of employees of the Company; and the Company, to the best of its Knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable material right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course Ordinary Course of businessBusiness;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course Ordinary Course of businessBusiness;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets other than licenses entered into in the Ordinary Course of Business;
(l) Any change changes in any material agreement to Applicable Contract which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character character, to the Knowledge of the Company that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement arrangements or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Ontro Inc), Common Stock Purchase Agreement (Ontro Inc)
Changes. Since June 30, 2001the Balance Sheet Date and through the Agreement Date, there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the Company, other than except changes in the ordinary course of businessbusiness that have not had, none of which individually or in the aggregate has had or is reasonably expected to have aggregate, a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation any damage, destruction or termination of any officerloss, key employee whether or group of employees of the Companynot covered by insurance, except as would not have a Material Adverse Effect;
(c) Any material changeany waiver or compromise by the Company of a valuable right or of a debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not have a Material Adverse Effect;
(e) any change to a Material Agreement;
(f) any change in any compensation arrangement or agreement with any Key Employee, officer, director or stockholder;
(g) any sale, assignment or transfer by the Company of any patents, trademarks, copyrights, trade secrets or other intangible assets by the Company;
(h) any resignation or termination of employment of any officer of the Company, and the Company is not aware of any impending resignation or termination of employment of any officer or any Person listed on Section 2.17(h) of the Schedule of Exceptions under the caption “Specified Persons”;
(i) any change in the a contingent obligations obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dj) Any damageany mortgage, destruction pledge, transfer of a security interest in, or losslien, whether or not covered created by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company, with respect to any of its properties or assets;
(ek) Any waiver by the Company of a valuable right any loans or of a material debt owed to it;
(f) Any direct or indirect loans guarantees made by the Company to or for the benefit of its employees, officers or directors, or any stockholder, employee, officer or director members of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetstheir immediate families;
(l) Any change any declaration, setting aside or payment or other distribution in respect to any material agreement to which of the Company is a party Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any to the Company’s knowledge, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(n) Any any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 2 contracts
Sources: Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc), Unsecured Pik Convertible Notes Purchase Agreement (Uber Technologies, Inc)
Changes. Since June 30, 2001the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects or operations of the Company;
(b) Any resignation or termination of any officer, officer or key employee or group of employees of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Mercata Inc), Series C Preferred Stock Purchase Agreement (Mercata Inc)
Changes. Since June 30, 2001the date of most recent financial statements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companythat constitutes a Material Adverse Effect;
(eb) Any any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(fc) Any direct any satisfaction or indirect loans made discharge of any lien, claim, or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and the satisfaction or discharge of which would not have a Material Adverse Effect;
(gd) Any any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
(e) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer by the Company of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets by the Company;
(lg) Any change in any material agreement to which the Company is a party resignation or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations termination of employment of any officer or prospects key employee of the Company;
(mh) Any any material change, except in the ordinary course of business, in a contingent obligation of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(i) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
(j) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(k) any declaration, setting aside or payment or other distribution in respect to any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
(l) to the Company’s knowledge, any other event or condition of any character thatcharacter, either individually other than events affecting the economy or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or
(nm) Any any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 3.16.
Appears in 2 contracts
Sources: Share Purchase Agreement (WhiteSmoke, Inc.), Share Purchase Agreement (WhiteSmoke, Inc.)
Changes. Since June November 30, 2001, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, or operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bestnet Communications Corp), Stock Purchase Agreement (Bestnet Communications Corp)
Changes. Since June 30, 2001, the Statement Date there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, officers or key employee or group of employees of the Company; and the Company does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except for those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Myogen Inc), Series D Preferred Stock Purchase Agreement (Myogen Inc)
Changes. Since June 30, 2001the March Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Past Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich has a Material Adverse Effect;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to involving the Company's employees;
(j) Any debt, obligation or liability (absolute, accrued or contingent) incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment assignment, pledge or transfer of tangible assets or any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;has a Material Adverse Effect; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc), Series a Convertible Preferred Stock Purchase Agreement (Maxim Pharmaceuticals Inc)
Changes. Since June 30December 31, 20012004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;Material Adverse Effect
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Nestor Inc), Securities Purchase Agreement (Nestor Inc)
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(jg) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kh) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, or operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(nj) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mi) above.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp), Series B Convertible Preferred Stock Purchase Agreement (Vocodia Holdings Corp)
Changes. Since June 30, 2001, the Financial Statement Date there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany or its Subsidiary from that reflected in the Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or business or prospects or financial condition of the CompanyCompany or its Subsidiary;
(ec) Any any waiver by the Company or its Subsidiary of a valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholderor its Subsidiary, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company or its Subsidiary;
(ge) Any any material change or amendment to a material contract or arrangement by which the Company or its Subsidiary or any of their respective assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or its Subsidiary;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or its Subsidiary;
(h) any resignation or termination of employment of any key officer of the Company or its Subsidiary, and the Company does not know of the impending resignation or termination of employment of any such officer or key employee;
(i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or its Subsidiary;
(j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or its Subsidiary, with respect to any of their respective material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s or its Subsidiary’s ownership or use of such property or assets;
(k) any declaration, setting aside or payment or other distribution in respect of any of the Company’s or its Subsidiary’s capital stock or other equity interests, or any direct or indirect redemption, purchase or other acquisition of any of such stock or other equity interests by the Company or its Subsidiary;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any ’s knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that might materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the CompanyCompany or its Subsidiary; or
(nm) Any arrangement any agreement or commitment by the Company or its Subsidiary to do any of the acts things described in subsection (a) through (m) abovethis Section 3.20.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series C Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Changes. Since June 30, 2001inception, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ig) Any labor organization activity related to the Company;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(ki) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lj) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mk) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(nl) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mk) above].
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.), Series a Convertible Preferred Stock Purchase Agreement (K Wave Media Ltd.)
Changes. Since June 30, 2001, the Financial Statement Date there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany or its Subsidiary from that reflected in the Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, or business or prospects or financial condition of the CompanyCompany or its Subsidiary;
(ec) Any any waiver by the Company or its Subsidiary of a valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholderor its Subsidiary, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company or its Subsidiary;
(ge) Any any material change or amendment to a material contract or arrangement by which the Company or its Subsidiary or any of their respective assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or its Subsidiary;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets of the Company or its Subsidiary;
(h) any resignation or termination of employment of any key officer of the Company or its Subsidiary, and the Company does not know of the impending resignation or termination of employment of any such officer or key employee;
(i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or its Subsidiary;
(j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or its Subsidiary, with respect to any of their respective material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s or its Subsidiary’s ownership or use of such property or assets;
(k) any declaration, setting aside or payment or other distribution in respect of any of the Company’s or its Subsidiary’s capital stock or other equity interests, or any direct or indirect redemption, purchase or other acquisition of any of such stock or other equity interests by the Company or its Subsidiary;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any ’s knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that might materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the CompanyCompany or its Subsidiary; or
(nm) Any arrangement any agreement or commitment by the Company or its Subsidiary to do any of the acts things described in subsection (a) through (m) abovethis Section 3.21.
Appears in 2 contracts
Sources: Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc), Series B Preferred Stock Purchase Agreement (Prosper Marketplace Inc)
Changes. Since June 30the Balance Sheet Date, 2001and excluding the transactions contemplated by the Financing Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany or any Subsidiary from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Qualmark Corp), Series C Preferred Stock Purchase Agreement (Qualmark Corp)
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company except for ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any stockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ih) Any labor organization activity related to the Companyactivity;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lk) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations major customer of the Company; or;
(n) Any arrangement any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(p) any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 4.9.
Appears in 2 contracts
Sources: Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc), Series D Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp)
Changes. Since June September 30, 20012005, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Electric City Corp), Securities Purchase Agreement (Electric City Corp)
Changes. Since June September 30, 20012003 , except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the CompanyCompany except for Sanford Nacht, and t▇▇ ▇▇▇▇▇▇▇, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any stockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(h) Any labor organization activity;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
; (lk) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event Receipt of notice that there has been a loss of, or condition of material order cancellation by, any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations major customer of the Company; or;
(n) Any arrangement mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) Any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000; or
(p) Any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 5.9.
Appears in 1 contract
Sources: Series F Preferred Stock Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Changes. Since June 30Except as set forth in the Schedule of Exceptions, 2001since the Financial Statement Date, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects liabilities or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects liabilities or operations of the Company;; Since the date of the Financial statements it is expected that sales will decrease for fiscal 2007 as a result of ongoing supply issues with the Company’s major supplier for the OCT/SLO product, Newport Corporation. The Company’s payable to Newport Corporation has also increased. Both these issues have been addressed to the satisfaction of Newport and the Company in a purchase order, a draft of which is attached hereto, which deals with both supply and payable issues.
(b) Any resignation damage, destruction or termination of any officerloss whether or not covered by insurance, key employee materially and adversely affecting the properties, business or group of employees prospects or financial condition of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;,
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current other liabilities incurred in the ordinary course of business;
(ki) Any sale, assignment or transfer of any patentspatent, trademarks, copyrights, trade secrets secret or other intangible assets;; or
(lj) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) abovebound.
Appears in 1 contract
Changes. Since June 30Except as set forth in Section 7.9 of the Company Disclosure Letter, 2001since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee Key Employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ig) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kh) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(nk) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Changes. Since June 30the Balance Sheet Date, 2001and excluding the transactions contemplated by the Financing Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany or any Subsidiary from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;.
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Preferred and Common Stock Purchase Agreement (Array Biopharma Inc)
Changes. Since June 30March 31, 20012004, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Paincare Holdings Inc)
Changes. Since June September 30, 2001, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company, other than the closure of the Company's Osley & Whitney subsidiary;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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, other than as disclosed in the SEC Documents;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30Except as contemplated by this Agreement, 2001set forth on SCHEDULE 4.14 or reflected in any financial statement or note thereto referred to in Section 4.6 filed with the Commission prior to the date hereof, since December 31, 1998, the Company and its Subsidiaries have conducted their businesses only in the ordinary and usual course, and there has not been:
(a) Any any change, condition, circumstance or event which would have a Material Adverse Effect;
(b) other than as required by a change in generally accepted accounting principles, any change in accounting methods, principles or practices by the Company affecting its assets, liabilities, financial condition, prospects liabilities or operations of the Company, business;
(c) other than changes as required by a change in generally accepted accounting principles, any revaluation by the Company or any of its Subsidiaries of any of its assets, including without limitation, writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the propertiesfinancial condition, business or prospects results of operations of the Company and its Subsidiaries taken as a whole;
(e) any declaration, setting aside or financial condition payment of dividends or distributions in respect of the Shares or any redemption, purchase or other acquisition of any of its securities;
(f) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company;
(eg) Any waiver any issuance by the Company of, or commitment of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to issue, any stockholder, employee, officer shares of capital stock or director securities convertible into or exchangeable or exercisable for shares of capital stock other than pursuant to the stock option plans of the Company, other than advances made Company or the ESOP or as set forth in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder2.c. on SCHEDULE 4.3;
(h) Any declaration any increase in the benefits under, or payment the establishment or amendment of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of any dividend stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other distribution employee benefit plan, or any other increase in the compensation payable or to become payable to any Executive Officer or Senior Vice President of the assets of the CompanyCompany or any Subsidiary except as set forth in SCHEDULE 4.14;
(i) Any labor organization activity related to any entry by the Company;Company into any employment, consulting, termination or indemnification agreement with any Executive Officer or Senior Vice President of the Company or any Subsidiary or entry into any such agreement with any other person outside the ordinary course of business except as set forth in SCHEDULE 4.14; or
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts things described in subsection the preceding clauses (a) through (mi) aboveother than as expressly provided for herein.
Appears in 1 contract
Changes. Since June 30, 2001During the relevant time period preceding this Agreement, there has have not been:
(a) Any change any material adverse changes in the assets, liabilities, financial condition, prospects condition or operations operating results of the Company, other than except such changes in the ordinary course of business, none of business which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any material change, except in the ordinary course of businessnot been, in the contingent obligations of the Company by way of guarantyaggregate, endorsement, indemnity, warranty or otherwisematerially adverse;
(db) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or to which the Company or any of such assets or properties is subject;
f) any change in any compensation arrangement or agreement with any officer or director, or any change exceeding ten (10%) percent of the base salary of any other employee, officer, director or stockholder;
(g) to the best of Company’s knowledge, any change in any applicable laws, ordinances, or restrictions, or any judicial or administrative action, which would prevent, limit, impede, or render materially more costly the operation of Company’s business;
h) Any any declaration or payment of any dividend dividends or other any distribution upon the Shares or any capital stock of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation any material indebtedness incurred for money borrowed or liability any other liabilities incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities such payables incurred in the ordinary course of business;
(j) any loans or advances to any person, other than ordinary advances for travel expenses or other reimbursable employee expenses in accordance with the current policy of Company; or
k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects best of the Company;
(m) Any ’s knowledge, any other event or condition of any character that, either individually or cumulatively, has or may which might materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the Company; or
Company (n) Any arrangement or commitment by the Company as such business is presently conducted, and as it is proposed to do any of the acts described in subsection (a) through (m) abovebe conducted).
Appears in 1 contract
Changes. Since June 30, 2001the Statement Date, there has not been:
(a1) Any change in the assets, liabilities, condition (financial conditionor otherwise), operating results, business or prospects or operations of the CompanyCompany or any of its Subsidiaries from that reflected in the Financial Statements, other than EXCEPT changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected aggregate, materially adverse to have a material adverse effect on such the assets, liabilities, condition (financial conditionor otherwise), operating results, business or prospects or operations of the CompanyCompany and its Subsidiaries, taken as a whole;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c2) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d3) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the propertiesassets, liabilities, condition (financial or otherwise), operating results, business or prospects or financial condition of the CompanyCompany and its Subsidiaries, taken as a whole;
(e4) Any waiver by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it;
(f5) Any direct or indirect loans made by the Company or any of its Subsidiaries to any stockholdershareholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the ordinary course of business;
(g6) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder of the Company or any of its Subsidiaries;
(h7) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) 8) Any labor organization activity related to the Companyactivity;
(j9) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for other than current liabilities incurred in the ordinary course of businessbusiness and reflected in the Schedule of Exceptions;
(k10) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l11) Any change in any material agreement to which the Company or any of its Subsidiaries is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, condition (financial conditionor otherwise), operations operating results, business or prospects of the CompanyCompany and its Subsidiaries, taken as a whole;
(m12) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, condition (financial conditionor otherwise), operating results, business or prospects or operations of the Company and its Subsidiaries, taken as a whole;
(13) Any resignation or termination of employment or, to the Company's best knowledge, any impending resignation or termination of employment of any officer or key employee of the Company or any of its Subsidiaries;
(14) Receipt of any notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any of its Subsidiaries;
(15) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or any of its Subsidiaries with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(16) Any direct or indirect redemption, purchase or other acquisition by the Company of any shares of its capital stock; or
(n17) Any arrangement agreement or commitment by the Company or any of its Subsidiaries to do any of the acts things described in subsection (a) through (m) abovethis Section 3.j.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Firstworld Communications Inc)
Changes. Since June 30Except as set forth in Schedule 3.9, 2001since the Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects operations, business prospects, employee relations or operations customer or supplier relations of the CompanyCompany from that reflected in the Latest Balance Sheet, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects operations, business prospects, employee relations or operations customer or supplier relations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt or other obligation owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any redemption, repurchase, declaration or payment of any dividend or other distribution of the assets of the Company other than pursuant to agreements which have been approved by the Board and which permit the Company to repurchase shares of capital stock of the Company upon termination of services to the Company or in exercise of the Company's right of first refusal upon a proposed transfer;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets or any material tangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(m) Any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected or reasonably could be expected to materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
. For purposes of this subsection (m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.),
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Netlibrary Inc)
Changes. Since June 30Except as set forth in the SEC Reports, 2001since March 31, 2003 there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Implant Sciences Corp)
Changes. Since June 30February 28, 20011998, there has not been:
(a) Any material adverse change in the business, property, assets, liabilities, financial condition, prospects or results of operations of the Company, other than changes in the ordinary course of business, none of which individually Company or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Companyits subsidiary;
(b) Any resignation material adverse change (individually or termination of any officer, key employee or group of employees of in the Company;
(c) Any material changeaggregate), except in the ordinary course of business, in the contingent obligations of the Company or its subsidiary by way of guarantyguarantee, endorsement, indemnity, warranty or otherwise;
(dc) Any material damage, destruction destruction, or loss, whether or not covered by insurance, materially and adversely affecting the propertiescondition of the business, business property, assets or prospects or financial condition liabilities of the Company;
(ed) Any waiver or compromise by the Company or its subsidiary of a valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company or its subsidiary to any stockholderits employees, employeeofficers, officer or director of the Company, directors other than travel advances and other advances made in the ordinary course of business;
(gf) Any material change extraordinary increase in the compensation or benefits payable to any compensation arrangement of the Company's employees, officers or agreement with any employee, officer, director or stockholderdirectors;
(hg) Any declaration or payment of any dividend by the Company on its capital stock, any redemption, purchase or other acquisition of shares of its capital stock or any other distribution of assets of the Company, other than the repurchase of shares at cost from terminated employees or consultants pursuant to the terms of written stock purchase agreements calling for such repurchase;
(h) Any receipt of notice by the Company that there has been a cancellation of any material contract, the cancellation or loss of which would materially adversely affect the condition, business, property, assets or liabilities of the Company;
(i) Any labor organization activity related resignation or termination of employment of any key officer to employee of the Company and any impending resignation or termination of employment known by the Company of any key officer or employee of the Company in either case which, if consummated, would materially adversely affect the condition (financial or otherwise), business, property, assets or liabilities of the Company;
(j) Any debt, obligation labor dispute involving the Company or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course any of businessits employees;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, known to the Company that has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects Company's business or operations prospects;
(l) Any amendment or other change to the Articles of Incorporation or Bylaws of the Company; orCompany (except as contemplated by this Agreement);
(m) Any sale or other disposition of any right, title or interest in or to any assets or properties of the Company or any revenues derived therefrom other than in the ordinary course of business and consistent with past practice;
(n) Any arrangement creation, incurring or assumption of any indebtedness for money borrowed by the Company exceeding $50,000;
(o) Any material capital expenditures by the Company not in the ordinary course of business; or
(p) Any material agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.17.
Appears in 1 contract
Changes. Since June 30Except as described on Schedule 3.9, 2001since December 31, 2010, there has not been:
(a) Any change in event that has had or could reasonably be expected to adversely affect the assets, liabilities, financial condition, business, results of operations or prospects or operations of the Company, other than changes Company or any of its Subsidiaries in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a any material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Companymanner;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries, and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely with respect or affecting the properties, business business, assets or prospects or financial condition of the CompanyCompany or any of its Subsidiaries;
(ed) Any waiver or compromise by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem;
(fe) Any direct or indirect loans made by the Company or any of its Subsidiaries to any stockholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(ih) Any labor organization activity related to the CompanyCompany or any of its Subsidiaries;
(ji) Any debt, obligation or liability debt incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, mortgage, pledge, license, transfer, lease or other assignment or transfer of any patentsIntellectual Property (as defined below) owned or licensed by the Company or any of its Subsidiaries, trademarks, copyrights, trade secrets or other intangible assetsthan those listed under Schedule 3.11(d);
(k) Any material change in any Material Contract;
(l) Any change in sale, mortgage, pledge, transfer, lease or other assignment of any material agreement to which of the tangible assets of the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects any of its Subsidiaries outside of the Companyordinary course of business;
(m) Any capital expenditure by the Company or any of its Subsidiaries in excess of $10,000;
(n) to the Company’s knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that would reasonably be expected to materially and adversely affect the business, assets, liabilitiesproperties, financial conditionconditions, prospects operating results or operations business of the CompanyCompany or its Subsidiaries (as such business is presently conducted and as it is presently proposed to be conducted); or
(no) Any arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (mn) above.
Appears in 1 contract
Changes. Since June September 30, 20012003, except as disclosed in any Security Act or Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30, 2001the Company Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Company Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company, and the Founder Shareholders, to the best of their knowledge, do not know of the impending resignation or termination of employment of any such officer;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity related to the Company;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts amounts;
(i) Any sale, transfer or lease of the assets of the Company;
(j) Any physical damage, destruction or loss (whether or not covered by insurance) which individually or in the aggregate has had or is reasonably expected to have a Materially Adverse Effect;
(k) Any issuance or sale of any shares of the capital stock or other securities of the Company or grant of any options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any mortgage, pledge or lien incurred with respect to any of the assets of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and for current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(kn) Any sale, assignment or transfer transaction entered into by the Company other than in the ordinary course of any patents, trademarks, copyrights, trade secrets or other intangible assets;business; or
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mo) Any other event or condition of any character that, either individually or cumulativelyin the aggregate, has had or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company is reasonably likely to do any of the acts described in subsection (a) through (m) abovehave a Materially Adverse Effect.
Appears in 1 contract
Changes. Since June September 30, 20012003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any any change in the business, assets, liabilities, financial condition, prospects properties or operations of the Company, other than changes in the ordinary course of businesswhich, none of which individually or in the aggregate aggregate, has had or is could reasonably be expected to have have, a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any any resignation or termination of any officer, key employee officer or group of employees of the Company;
(c) Any any 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;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting which has had, or could reasonably be expected to have, individually or in the propertiesaggregate, business or prospects or financial condition of the Companya Material Adverse Effect;
(e) Any to the Company's knowledge, after due inquiry, any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any to the Company's knowledge, any labor organization activity related to the Company;
(j) Any any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect which, either individually or in the businessaggregate, assetshas had, liabilitiesor could reasonably be expected to have, financial condition, operations or prospects of the Companya Material Adverse Effect;
(m) Any any other event or condition of any character that, either individually or cumulativelyin the aggregate, has had, or may materially and adversely affect the businesscould reasonably be expected to have, assets, liabilities, financial condition, prospects or operations of the Companya Material Adverse Effect; or
(n) Any any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30, 2001the Balance Sheet Date, there has not been:
(a) Any any change (other than the sale of assets by Accent Rx to Chronimed Inc. and the purchase of IA) in the business, operations, assets, liabilities, financial conditionproperties, prospects prospects, condition or operations affairs, financially or otherwise, of the CompanyCompany or any Subsidiary from that reflected in the Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, operations, assets, liabilities, properties, business prospects, condition or prospects affairs, financially or financial condition otherwise of the CompanyCompany or any Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company or any Subsidiary of a valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to or any stockholderSubsidiary, employee, officer or director of the Company, other than advances made except in the ordinary course of business and that is not material to the business, operations, assets, liabilities, properties, prospects, condition or affairs, financially or otherwise of the Company or any Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any any material change or amendment to a material contract or arrangement (other than the debt assumption contracts with McKesson Corporation, true and correct copies of which have been provided to PPD) by which the Company or any Subsidiary, or any of their assets or properties are bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderconsultant;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible Intellectual Property;
(h) any resignation or termination of employment of any key officer of the Company or any Subsidiary; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(i) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any Subsidiary;
(j) any Lien created by the Company or any Subsidiary, with respect to any of its material properties or assets, except Liens for taxes not yet due or payable;
(k) any loans or guarantees made by the Company or any Subsidiary to or for the benefit of their employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of their businesses;
(l) Any change any declaration, setting aside or payment or other distribution in respect of any material agreement of the Company’s capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(m) to which the Company is a party best of the Company’s knowledge, any other event or by which it is bound which may condition of any character that might materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the businessoperations, assets, liabilities, financial conditionproperties, prospects prospects, condition or operations affairs, financially or otherwise of the CompanyCompany or any Subsidiary (as such business is presently conducted and as it is proposed to be conducted); or
(n) Any arrangement any agreement or commitment by the Company or any Subsidiary to do any of the acts things described in subsection (a) through (m) abovethis Section 2.29.
Appears in 1 contract
Sources: Series E Convertible Preferred Stock Purchase Agreement (Accentia Biopharmaceuticals Inc)
Changes. Since June 30, 2001, there has not been:
(a) Any change any change, event or development in the business, assets, liabilities, condition (financial conditionor otherwise), results of operations or prospects or operations of the CompanyCompany and its Subsidiaries, other than taken as a whole, from that reflected in the SEC Documents (when read together), except changes in the ordinary course of businessbusiness that have not, none of which individually or in the aggregate has aggregate, had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companythat could have a Material Adverse Effect;
(ec) Any any waiver or compromise by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itit other than in the ordinary course of business;
(d) any satisfaction or discharge of any material lien, claim, encumbrance or payment of any obligation by the Company or any of its Subsidiaries, except (i) for obligations set forth on, or liabilities specifically reserved for in, the Company's balance sheet as of September 30, 2001 included in the SEC Documents and (ii) in the ordinary course of business and that has not had a Material Adverse Effect;
(e) any material sale or other disposition of assets, except (i) sales or dispositions in the ordinary course of business and (ii) sales of equipment in connection with the Company's restructuring in the quarter ended September 30, 2001;
(f) Any direct any material change to a material contract or indirect loans made agreement by which the Company to or any stockholder, employee, officer of its Subsidiaries or director any of the Company, their assets is bound or subject other than advances made in the ordinary course of business;
(g) Any any material change in any compensation arrangement or agreement with any key technical employee, officer, executive officer or director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets Company or any of its Subsidiaries or any holder of more than 5% of the Company;
(i) Any labor organization activity related to outstanding capital stock of the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred Company other than in the ordinary course of business;
(kh) Any any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets other than pursuant to non-exclusive licenses in the ordinary course of business;
(i) any resignation or termination of employment of any officer or key technical employee of the Company or any of its Subsidiaries; and the Company is not aware of any impending resignation or termination of employment of any such officer or key technical employee;
(j) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or any of its Subsidiaries with respect to any of their material properties or assets, except liens for taxes not yet due or payable;
(k) any loans or guarantees made by the Company or any of its Subsidiaries to or for the benefit of their employees, officers or directors or any members of their immediate families, other than (i) travel advances and other advances made in the ordinary course of business and (ii) loans to employees, officers or directors in connection with the early exercise of stock options granted pursuant to the Company's stock option plans;
(l) Any change any declaration, setting aside or payment or other distribution in respect to any material agreement to which of the Company is a party Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any to the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Companythat would reasonably be expected to have a Material Adverse Effect; or
(n) Any any arrangement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.13.
Appears in 1 contract
Changes. Since June 30August 31, 20012002, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;; -------------------------------------------------------------------------------------------------------
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ventures National Inc)
Changes. Since June 30the Company Statement Date, 2001, the Company has conducted its business in the ordinary course consistent with past practice and there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Company Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity related to the Company;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts amounts;
(i) Any sale, transfer or lease of the assets of the Company;
(j) Any physical damage, destruction or loss (whether or not covered by insurance) which individually or in the aggregate has had or is reasonably expected to have a Materially Adverse Effect;
(k) Any issuance or sale of any shares by the Company of the capital stock or other securities of the Company or grant by the Company of any options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any mortgage, pledge or lien incurred with respect to any of the assets (tangible or intangible) of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and for current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(kn) Any sale, assignment or transfer transaction entered into by the Company other than in the ordinary course of any patents, trademarks, copyrights, trade secrets or other intangible assetsbusiness;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mo) Any other event or condition of any character that, either individually or cumulativelyin the aggregate, has had or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Companyis reasonably likely to have a Materially Adverse Effect ; or
(np) Any arrangement or commitment agreement by the Company to do any of the acts things described in subsection the preceding clauses (a) through (mo) above(other than an agreement with Parent and its representatives regarding the transactions contemplated by this Agreement.)
Appears in 1 contract
Changes. Since June 30the Statement Date, 2001other than pursuant to the Loan Documents, there has not beenbeen to the Company's knowledge:
(aA) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(bB) Any resignation or termination of any officer, key employee or group of employees of the Company;
(cC) Any 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;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(eE) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(gF) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(iG) Any labor organization activity related to the Company;
(jH) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kI) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lJ) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mK) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects condition or operations of the Company; or
(nL) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mk) above.
Appears in 1 contract
Sources: Note Purchase Agreement (Peninsula Pharmaceuticals Inc)
Changes. Since June the Statement Date and except as disclosed on any Form 8-K filed since September 30, 20012007, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer, key employee or group of employees;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich is reasonably expected to have a Material Adverse Effect;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director officer or stockholderdirector;
(h) Any declaration or payment of any dividend or other distribution of To the assets knowledge of the Company;
(i) Any , any labor organization activity related to the Company;
(ji) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets, other than the granting of licenses to strategic partners in the ordinary course of the Company’s business;
(lk) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Companyis reasonably expected to have a Material Adverse Effect;
(ml) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Companyis reasonably expected to have a Material Adverse Effect; or
(nm) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (ml) above.
Appears in 1 contract
Sources: Series F Convertible Preferred Stock Purchase Agreement (Bioject Medical Technologies Inc)
Changes. Since June 30the Balance Sheet Date, 2001the Company and its Subsidiaries have conducted their respective business only in the ordinary course of business and, except as set forth in Section 2.10 of the Disclosure Schedule, there has not been:
(a) Any any change in the assets, liabilities, condition (financial conditionor other), prospects properties, business or operations of the CompanyCompany or any of its Subsidiaries, which change by itself or in conjunction with all other than changes such changes, whether or not arising in the ordinary course of business, none of which individually or in the aggregate has had or is would be reasonably expected likely to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees Lien placed on any of the Companyproperties of the Company or any of its Subsidiaries, other than purchase money liens and liens for taxes not yet due and payable;
(c) Any material change, except other than the sale of inventory in the ordinary course of business, in any purchase, sale or other disposition, or any agreement or other arrangement for the contingent obligations purchase, sale or other disposition, or exclusive license of any material properties or assets by the Company by way or any of guarantyits Subsidiaries, endorsement, indemnity, warranty or otherwiseincluding any of their Intellectual Property;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business that has had or prospects or financial condition of the Companycould be reasonably likely to have a Material Adverse Effect;
(e) Any waiver any labor dispute or claim of unfair labor practices involving the Company or any of its Subsidiaries, any change in the compensation payable or to become payable by the Company or any of a valuable right its Subsidiaries to any of its officers or employees other than normal increases to employees made in the ordinary course of a material debt owed business, or any bonus or severance payment or arrangement made to itor with any of such officers or employees or any establishment or creation of any employment, deferred compensation or severance arrangement or employee benefit plan with respect to such persons or the amendment of any of the foregoing;
(f) Any direct any resignation, termination or indirect loans made removal of any officer of the Company or any of its Subsidiaries or loss of key personnel of the Company or any of its Subsidiaries or change in the terms and conditions of the employment or engagement of the Company’s or any Subsidiary’s officers, directors or key personnel;
(g) any payment or discharge of a Lien or Liability of the Company or any of its Subsidiaries which was not shown on the Company’s most recent publicly filed balance sheet or incurred in the ordinary course of business thereafter;
(i) any contingent Liability incurred by the Company or any of its Subsidiaries, including as guarantor or otherwise with respect to the obligations of others or any stockholdercancellation of any debt owed to the Company or (ii) any claim owing to, employeeor waiver of any right of, officer the Company or director any of the Companyits Subsidiaries, including any write-off or compromise of any accounts receivable other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed any Liability incurred by the CompanyCompany or any of its Subsidiaries to any of their respective officers, managers, stockholders, members or employees, or any loans or advances made by the Company or any of its Subsidiaries to any of their respective officers, managers, members or employees, except those for immaterial amounts normal compensation and for current liabilities incurred expense allowances payable to officers or employees in the ordinary course of business;
(j) any material change in accounting methods or practices, collection policies, pricing policies or payment policies of the Company or any of its Subsidiaries;
(k) Any saleany material loss, assignment or transfer any known development that would reasonably be expected to result in a material loss, of any patentssignificant supplier, trademarkslicensor, copyrightslicensee, trade secrets customer, distributor or other intangible assetsaccount of the Company or any of its Subsidiaries;
(l) Any change except as provided in this Agreement, any material agreement amendment or termination of any Material Contract to which the Company or any of its Subsidiaries is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Companybound;
(m) Any other event any arrangements relating to any royalty or condition similar payment based on the revenues, profits or sales volume of the Company or any character thatof its Subsidiaries, either individually or cumulatively, has or may materially and adversely affect whether as part of the business, assets, liabilities, financial condition, prospects or operations terms of the Company’s or any of its Subsidiaries equity interests or by any separate agreement;
(n) any material change by the Company or any of its Subsidiaries in methods of accounting for Tax purposes, any Tax election or any revocation thereof, or any settlement of any Tax audit, litigation or other proceeding;
(o) any other material transaction entered into by the Company or any of its Subsidiaries other than transactions in the ordinary course of business; or
(np) Any arrangement any agreement or commitment by understanding whether in writing or otherwise, for the Company or any of its Subsidiaries to do take any of the acts described actions specified in subsection paragraphs (a) through (mo) above.
Appears in 1 contract
Sources: Senior Preferred Stock Purchase Agreement (Feel the World, Inc.)
Changes. Since June 30the date of the Financial Statements, 2001and except as may be set forth in the 2006 Form 10-KSB and 2007 Form 10-QSB, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects or operations of the Company;
(b) Any resignation or termination of any officer, officer or key employee or group of employees of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lk) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(ml) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(nm) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (ml) above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Auriga Laboratories, Inc.)
Changes. Since Except as described on Schedule 4.9, since June 30, 20012010, there has not been:
(a) Any change in event that has had or could reasonably be expected to adversely affect the assets, liabilities, financial condition, business, results of operations or prospects or operations of the Company, other than changes Company or any of its Subsidiaries in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a any material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Companymanner;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company or any of its Subsidiaries, and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely with respect or affecting the properties, business business, assets or prospects or financial condition of the Companyor any of its Subsidiaries;
(ed) Any waiver or compromise by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to itthem;
(fe) Any direct or indirect loans made by the Company or any of its Subsidiaries to any stockholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company or any of its Subsidiaries;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(ih) Any labor organization activity related to the CompanyCompany or any of its Subsidiaries;
(ji) Any debt, obligation or liability debt incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, mortgage, pledge, license, transfer, lease or other assignment or transfer of any patents, trademarks, copyrights, trade secrets Intellectual Property (as defined below) owned or other intangible assetslicensed by the Company or any of its Subsidiaries;
(k) Any material change in any Material Contract;
(l) Any change in sale, mortgage, pledge, transfer, lease or other assignment of any material agreement to which of the tangible assets of the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects any of its Subsidiaries outside of the Companyordinary course of business;
(m) Any capital expenditure by the Company or any of its Subsidiaries in excess of $10,000;
(n) to the Company’s knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that would reasonably be expected to materially and adversely affect the business, assets, liabilitiesproperties, financial conditionconditions, prospects operating results or operations business of the CompanyCompany or its Subsidiaries (as such business is presently conducted and as it is presently proposed to be conducted); or
(no) Any arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (mn) above.
Appears in 1 contract
Changes. Since June 30Except as otherwise disclosed in the Financial Statements and Unaudited Financial Statements, 2001since March 31, 1999, there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany from that reflected in the Financial Statements and Unaudited Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination any incurrence of any officer, key employee or group of employees of the Companyindebtedness for money borrowed;
(c) Any 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;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ed) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(fe) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(f) except as described in Section 2.11 of the Disclosure Schedule, any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director contractor or stockholderdirector;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets, except licenses entered into in the ordinary course of business and consistent with past practices;
(li) Any change in any resignation or termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(j) receipt of notice that there has been a loss of, or material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the businessorder cancellation by, assets, liabilities, financial condition, operations or prospects any major customer of the Company;
(k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company with respect to any of its material properties or assets, except liens for taxes not yet payable;
(l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(m) Any any declaration, setting aside or payment of dividends or other distribution with respect to any of the Company's capital stock or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(n) to the best of the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that could reasonably be expected to materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the Company; orCompany (as such business is presently conducted);
(no) Any arrangement any agreement or commitment by the Company to do perform any of the acts described in subsection this Section 2.15; or
(ap) through (m) aboveany issuance or sale of any shares of the capital stock or other securities of the Company, grant of any options with respect thereto, or any modification of any of the capital stock of the Company.
Appears in 1 contract
Sources: Stock Purchase and Master Strategic Relationship Agreement (Commerce One Inc)
Changes. Since June 30December 31, 20012005, except as disclosed herein or in the Company's SEC Reports, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any Except as disclosed in its SEC Reports, any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;; **CONFIDENTIAL TREATMENT REQUESTED
(f) Any direct or indirect loans material loan made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30May 31, 20011997, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Borrower's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyBorrower from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the CompanyBorrower; and the Borrower, to the best of its knowledge after due inquiry, does not know of the impending resignation or termination of employment of any such officer;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company Borrower by way of guaranty, endorsement, indemnity, warranty indemnity or otherwisewarranty;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyBorrower;
(e) Any waiver by the Company Borrower of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company Borrower to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of businessBorrower;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyBorrower;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyBorrower, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company Borrower is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;has resulted in a Material Adverse Effect; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described resulted in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Changes. Since June September 30, 20011997, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company, such current liabilities totaling less than $10,000;
(b) Any resignation or termination of any officer, key employee or group of employees officer of the Company and the Company;, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer.
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the CompanyCompany or any entity associated or affiliated with any of them, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder or any entity associated or affiliated with any of them;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business, such current liabilities not exceeding $10,000 individually or in the aggregate;
(k) Any sale, assignment assignment, transfer or transfer license of any patents, trademarks, copyrights, trade secrets secrets, know how or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Macrovision Corp)
Changes. Since June 30March 31, 20011998, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Women Com Networks Inc)
Changes. Since June 30, 2001the Statement Date, there has not been:been to the Subsidiary's knowledge (other than pursuant to or in connection with this Agreement and the Related Agreements):
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanySubsidiary from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the CompanySubsidiary;
(b) Any resignation or termination of any officer, key employee or group of employees of the CompanySubsidiary;
(c) Any material change, except in the ordinary course of business, in the contingent obligations of the Company Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanySubsidiary;
(e) Any waiver by the Company Subsidiary of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Subsidiary;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ig) Any labor organization activity related to the CompanySubsidiary;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kh) Any sale, assignment or transfer by the Subsidiary of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material agreement to which the Company Subsidiary is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, condition or operations or prospects of the CompanySubsidiary;
(mj) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects condition or operations of the CompanySubsidiary; or
(nk) Any arrangement or commitment by the Company Subsidiary to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Peerless Systems Corp)
Changes. Since June 30Except as previously disclosed to and agreed upon by the Investors, 2001from December 31, 1999 until the date hereof, there has not been, and from the date hereof until the Closing, there will not be:
(a) Any any adverse change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany and each Subsidiary, other than except changes in the ordinary course of businessbusiness which have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilitiesmaterially adverse, financial condition, prospects or operations including the expenditure of funds for research and development and otherwise in connection with the Company's and each Subsidiary's operations;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany and each Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver or compromise by the Company or any Subsidiary of a valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company or any Subsidiary, except in the ordinary course of business and which is not material to any stockholderthe assets, employeeproperties, officer financial condition, operating results, prospects or director business of the Company;
(e) any change or amendment to a contract or arrangement by which the Company, other than advances made any Subsidiary or any of their assets or properties are bound or subject which has a material effect on the Company and its Subsidiaries taken as a whole, except as set forth in this Agreement;
(f) any changes in the identity of, or material information regarding, any of the Company's or its Subsidiaries' officers or directors or any material increases in the compensation, including the grant of options to purchase a material number of shares of Common Stock, of any of the Company's or any Subsidiaries' employees, officers or directors;
(g) any incurrence, assumption or guarantee by the Company or any Subsidiary of any material obligation for borrowed money, except for borrowings under the Credit Facility and current liabilities incurred in the ordinary course of business;
(gh) Any material change other than in connection with the Credit Facility, any compensation arrangement mortgage, pledge, lien, charge or agreement other encumbrance placed on or incurred with respect to any employee, officer, director of the Company's or stockholderany Subsidiary's properties or assets;
(hi) Any to the Company's knowledge, any other event or condition of any character which can reasonably be expected to materially and adversely affect the assets, properties, financial condition, operating results, prospects or business of the Company and its Subsidiaries taken as a whole;
(j) any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any Subsidiary or any direct or indirect redemption or other acquisition of any equity security of the Company or any Subsidiary;
(ik) Any labor organization activity related to except as contemplated hereby, any change in the Companyauthorized capital of the Company or any Subsidiary;
(jl) Any debta sale, obligation assignment or liability incurred, assumed or guaranteed transfer by the Company, Company or any Subsidiary of any of its tangible assets except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(km) Any a sale, assignment assignment, transfer or transfer grant of any patents, trademarks, copyrights, trade secrets exclusive license with respect to any of the Company's or other intangible assetsany Subsidiary's Intellectual Property;
(ln) Any any material change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects manner of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects business or operations of the Company; orCompany or any Subsidiary;
(no) Any arrangement any transaction with respect to the Company or commitment any Subsidiary except in the ordinary course of business or as otherwise contemplated hereby;
(p) any resignation or termination of employment of any executive officer or key employee of the Company or any Subsidiary;
(q) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or any Subsidiary;
(r) any loan or guarantee made by the Company or any Subsidiary to or for the benefit of its employees, officers, directors or stockholders, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(s) any commitment (contingent or otherwise) to do any of the acts described foregoing; or
(t) any material adverse change, or, to the best of the Company's and each Subsidiary's knowledge, the existence of any fact that would indicate a material adverse change is likely to occur, in subsection (a) through (m) abovethe arrangements between PRT Barbados and the government of Barbados.
Appears in 1 contract
Changes. Since June 30the Balance Sheet Date, 2001and excluding the transactions contemplated by the Financing Documents, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;.
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company;
(l1) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Array Biopharma Inc)
Changes. Since June 30, 2001, The Balance Sheet Date there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany from that reflected in the Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or business of the Company (as such business is presently conducted);
(c) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition condition, operating results or business of the Company (as such business is presently conducted);
(d) any change, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company, in the contingent obligations of the Company by way of guaranty or any assurance of performance or payment, endorsement, indemnity, warranty, or otherwise;
(e) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct any material change or indirect loans made amendment to a material contract or arrangement by which the Company to or any stockholder, employee, officer of its assets or director properties is bound or subject (including any agreement set forth on the Schedule of the Company, other than advances made in the ordinary course of businessExceptions);
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material agreement to which resignation or termination of employment of any key officer of the Company; and the Company is does not know of the impending resignation or termination of employment of any such officer;
(j) receipt of notice that there has been a party loss of, or by which it is bound which may materially and adversely affect the businessmaterial order cancellation by, assets, liabilities, financial condition, operations or prospects any major customer of the Company;
(k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(m) Any other event any declaration, setting aside or condition payment of any character that, either individually dividend or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations other distribution in respect of any of the Company; or's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(n) Any arrangement any agreement or commitment by the Company to do any of the acts things described in subsection this Section 3.7; or
(ao) through (m) aboveany other event or condition of any character that has materially and adversely affected the business, prospects, condition, affairs, operations, properties or assets of the Company.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Kosan Biosciences Inc)
Changes. Since June 30July 31, 2001, 1999 there has not been:
(a) Any any change in the assets, liabilities, business financial conditioncondition or operating results of Hearing from that reflected in the Financial Statements, prospects or operations of the Company, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate aggregate, materially adverse, nor, to Hearing's knowledge, has had or is there been any event which reasonably can be expected to have a material materially adverse effect on such assets, liabilities, financial condition, prospects or operations any of the Companyforegoing;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business business, financial condition, operating results or prospects or financial condition of the CompanyHearing (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company Hearing of a valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholderHearing, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of Hearing (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any any material change or amendment to a material contract or arrangement by which Hearing or any of its assets or properties is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lh) Any change in any material agreement resignation or termination of employment of any officer or key employee of Hearing; and Hearing, to which the Company is a party or by which it is bound which may materially and adversely affect the businessbest of its knowledge, assets, liabilities, financial condition, operations or prospects does not know of the Companyimpending resignation or termination of employment of any such officer or key employee;
(mi) Any any mortgage, pledge, transfer of a security interest in, or lien, created by Hearing, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(j) any loans or guarantees made by Hearing to or for the benefit of its employees, officers or directors, or any members of their immediate families, other event than travel advances and other advances made in the ordinary course of its business;
(k) any declaration, setting aside or condition payment or other distribution in respect of any character thatof Hearing's capital stock, either individually or cumulativelyany direct or indirect redemption, has purchase or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations other acquisition of the Companyany of such stock by Hearing; or
(nl) Any arrangement agreed, in writing or commitment by the Company otherwise, to do take any of the acts described actions set forth in subsection (a) through (m) abovethis Section 2.18.
Appears in 1 contract
Sources: Investment Agreement (Misonix Inc)
Changes. Since June 30December 31, 2001, 1998 there has not been:
(a) Any any change in the assets, liabilities, financial conditioncondition or operating results of Dove Brothers from that reflected in the Financial Statements, prospects or operations of the Company, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company or Subsidiaries of a valuable right or of a material debt owed to it;
(fd) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholderor Subsidiaries, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any any material change or amendment to a material contract or material arrangement by which either Subsidiary or any of its respective assets or properties is bound or subject other than in any compensation arrangement or agreement connection with any employee, officer, director or stockholderthe transactions expressly contemplated hereby;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company or Subsidiaries;
(lg) Any change in any material agreement to which resignation or termination of employment of any key officer of the Company is or Subsidiaries; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(h) any mortgage, pledge, transfer of a party security interest in, or lien, created by which it is bound which may materially and adversely affect the businessCompany or Subsidiaries, with respect to any of its material properties or assets, liabilitiesexcept liens for taxes not yet due or payable;
(i) any declaration, financial condition, operations setting aside or prospects payment or other distribution in respect of any of the Company's capital stock or Subsidiaries' equity interests (other than to the Company), or any direct or indirect redemption, purchase or other acquisition of any of such equity interest by the Company or Subsidiaries;
(mj) Any to the best of the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that could reasonably be expected to materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the CompanyCompany and its Subsidiaries taken as a whole (as such business is presently conducted and as it is proposed to be conducted); or
(nk) Any arrangement any agreement or commitment by the Company or Subsidiaries to do any of the acts things described in subsection (a) through (m) abovethis Section 2.18, except in connection with the transactions expressly contemplated hereby.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Dovebid Inc)
Changes. Since June 30, 2001the Company Statement Date, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Company Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterially Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company, and the Rand Shareholders, to the best of their knowledge, do not know of the impending resignation or termination of employment of any such officer;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damagecancellation, destruction compromise or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder, except as contemplated herein;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any purchase or redemption of any of its outstanding equity interests;
(i) Any labor organization activity related to the Company;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts amounts;
(i) Any sale, transfer or lease of the assets of the Company;
(j) Any physical damage, destruction or loss (whether or not covered by insurance) which individually or in the aggregate has had or is reasonably expected to have a Materially Adverse Effect;
(k) Any issuance or sale of any shares of the capital stock or other securities of the Company or grant of any options with respect thereto, or any modification of any of the capital stock of the Company;
(l) Any mortgage, pledge or lien incurred with respect to any of the assets of the Company;
(m) Any discharge, satisfaction or payment of any obligation or liability other than current liabilities reflected in the Company Financial Statements and for current liabilities incurred since the Company Statement Date, in each case in the ordinary course of business;
(kn) Any sale, assignment or transfer transaction entered into by the Company other than in the ordinary course of any patents, trademarks, copyrights, trade secrets or other intangible assets;business; or
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mo) Any other event or condition of any character that, either individually or cumulativelyin the aggregate, has had or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company is reasonably likely to do any of the acts described in subsection (a) through (m) abovehave a Materially Adverse Effect.
Appears in 1 contract
Changes. Since June 30From the Balance Sheet Date to the date hereof, 2001except as disclosed, in the case of CHIP, in any Exchange Act Filing or, in the case of each Company, in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any any change in the business, assets, liabilities, condition (financial conditionor otherwise), properties, operations or prospects of either Company or operations any of the Companyits Subsidiaries, other than changes in the ordinary course of business, none of which individually or in the aggregate has had had, or is could reasonably be expected to have have, individually or in the aggregate, a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any any resignation or termination of any key officer, key employee or group of key employees of the Companyeither Company or any of its Subsidiaries;
(c) Any any material change, except in the ordinary course of business, in the contingent obligations of the either Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting which has had, or could reasonably be expected to have, individually or in the propertiesaggregate, business or prospects or financial condition of the Companya Material Adverse Effect;
(e) Any any express waiver by the either Company or any of its Subsidiaries of a valuable right or of a material debt owed to it;
(f) Any any direct or indirect loans made by the either Company or any of its Subsidiaries to any stockholder, employee, officer or director of the Companyeither Company or any of its Subsidiaries, other than advances made in the ordinary course of business;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of either Company or any of its Subsidiaries;
(h) Any any declaration or payment of any dividend or other distribution of the assets of the Companyeither Company or any of its Subsidiaries;
(i) Any any labor organization activity related to the Companyeither Company or any of its Subsidiaries;
(j) Any except as set forth in Section 4.7, any debt, obligation or liability incurred, assumed or guaranteed by the Companyeither Company or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any any sale, assignment assignment, transfer, abandonment or transfer other disposition of any material patents, trademarks, copyrights, trade secrets or other intangible assetsassets owned by either Company or any of its Subsidiaries;
(l) Any any change in any material agreement to which the either Company or any of its Subsidiaries is a party or by which it either Company or any of its Subsidiaries is bound which may materially and adversely affect either individually or in the businessaggregate has had, assetsor could reasonably be expected to have, liabilitiesindividually or in the aggregate, financial condition, operations or prospects of the Companya Material Adverse Effect;
(m) Any any other event or condition of any character that, either individually or cumulativelyin the aggregate, has had, or may materially and adversely affect could reasonably be expected to have, individually or in the businessaggregate, assets, liabilities, financial condition, prospects or operations of the Companya Material Adverse Effect; or
(n) Any any arrangement or commitment by the either Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Applied Digital Solutions Inc)
Changes. Since June 30Except as otherwise disclosed in the Financial Statements and Unaudited Financial Statements, 2001since March 31, 1999, there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany from that reflected in the Financial Statements and Unaudited Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination any incurrence of any officer, key employee or group of employees of the Companyindebtedness for money borrowed;
(c) Any 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;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ed) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(fe) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(f) except as described in Section 2.11 of the Disclosure Schedule, any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director contractor or stockholderdirector;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets, except licenses entered into in the ordinary course of business and consistent with past practices;
(li) Any change in any resignation or termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(j) receipt of notice that there has been a loss of, or material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the businessorder cancellation by, assets, liabilities, financial condition, operations or prospects any major customer of the Company;
(k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company with respect to any of its material properties or assets, except liens for taxes not yet payable;
(l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(m) Any any declaration, setting aside or payment of dividends or other distribution with respect to any of the Company's capital stock or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(n) to the best of the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that could reasonably be expected to materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the Company; orCompany (as such business is presently conducted)
(no) Any arrangement any agreement or commitment by the Company to do perform any of the acts described in subsection (a) through (m) above.this Section 2.14; or
Appears in 1 contract
Changes. Since June 30Except as set forth in the Form 10-K, 2001since December 31, 2015, there has not been:
(ai) Any material change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(bii) Any resignation or termination of any officer, key employee or group of employees of the Company;
(ciii) Any 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;
(div) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ev) Any waiver by the Company of a right deemed valuable right by the Company or of a material debt owed to it;
(fvi) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(gvii) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderdirector;
(hviii) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(iix) Any labor organization activity related to the Company;
(jx) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kxi) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lxii) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mxiii) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(nxiv) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Boston Therapeutics, Inc.)
Changes. Since June 30Except as otherwise disclosed in the Financial Statements and Unaudited Financial Statements, 2001since March 31, 1999, there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany from that reflected in the Financial Statements and Unaudited Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination any incurrence of any officer, key employee or group of employees of the Companyindebtedness for money borrowed;
(c) Any 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;
(d) Any any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ed) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(fe) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(f) except as described in Section 2.11 of the Disclosure Schedule, any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(g) Any any material change in any compensation arrangement or agreement with any employee, officer, director contractor or stockholderdirector;
(h) Any declaration or payment of [any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets, except licenses entered into in the ordinary course of business and consistent with past practices;]
(i) any resignation or termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(lj) Any change in receipt of notice that there has been a loss of, or material order cancellation by, any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects major customer of the Company;
(k) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company with respect to any of its material properties or assets, except liens for taxes not yet payable;
(l) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(m) Any any declaration, setting aside or payment of dividends or other distribution with respect to any of the Company's capital stock or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(n) to the best of the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that could reasonably be expected to materially and adversely affect the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the Company; orCompany (as such business is presently conducted);
(no) Any arrangement any agreement or commitment by the Company to do perform any of the acts described in subsection (a) through (m) above.this Section 2.14; or
Appears in 1 contract
Changes. Since June 30, 2001, there has not been:
(ai) Any any change in the assets, liabilities, financial condition, prospects condition or operations of the Company, other than Company or the Subsidiary except changes in the ordinary course of business, none of business which individually or have not been in any case materially adverse and except that the aggregate has had or is reasonably expected Company and the Subsidiary have continued to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of incur operating losses consistent with the Companybudgets previously provided to the Purchasers;
(bii) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, properties or business or prospects or financial condition of the CompanyCompany or the Subsidiary;
(eiii) Any any waiver or compromise by the Company or the Subsidiary of a valuable right or of a material debt owed to it;
(fiv) Any direct or indirect any loans in excess of $10,000 made by the Company or the Subsidiary to any stockholdertheir respective employees, employee, officer officers or director of the Company, directors other than travel advances made in the ordinary course of businessbusiness (other than loans repaid in connection with the issuance of the Series B Shares);
(gv) Any any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company or the Subsidiary, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company and the Subsidiary (as such business is presently conducted and as it is proposed to be conducted) (other than the discharge of certain indebtedness in connection with the issuance of the Series B Shares);
(vi) any material change or amendment to a material contract or arrangement by which the Company or the Subsidiary or any of their respective assets or properties is bound or subject;
(vii) any material change in any compensation arrangement or agreement with any employee, officer, director employee of the Company or stockholderthe Subsidiary;
(hviii) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company or the Subsidiary;
(lix) Any change in any material agreement to which resignation or termination of employment of any key officer of the Company is or the Subsidiary (and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer);
(x) receipt of notice that there has been a party loss of, or material order cancellation by, any major customer of the Company or the Subsidiary;
(xi) any mortgage, pledge, transfer of a security interest in, or lien, created by which it is bound which may materially and adversely affect the businessCompany or the Subsidiary, with respect to any of their respective material properties or assets, liabilitiesexcept liens for taxes not yet due or payable;
(xii) any declarations, financial conditionsetting aside or payment or other distribution in respect of any of the Company's capital stock, operations or prospects any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company;
(mxiii) Any since February 12, 1999, any incurrence of indebtedness by the Company or the Subsidiary (other than accounts payable incurred in the ordinary course of business);
(xiv) to the best of the Company's knowledge, the occurrence of any other event or condition of any character that, either individually or cumulatively, has or may that materially and adversely affect affects the business, assets, liabilitiesproperties, financial condition, prospects operating results or operations business of the Company; orCompany and the Subsidiary (as such business is presently conducted and as it is proposed to be conducted);
(nxv) Any arrangement the making of an agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 3.9, other than as contemplated hereby.
Appears in 1 contract
Sources: Series a Preferred Stock and Warrant Purchase Agreement (Cais Internet Inc)
Changes. Since June 30, 2001the Statement Date, there has not been:
(aA) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany and its Subsidiaries from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsthe business, liabilities, operations or financial condition, prospects or operations condition of the CompanyCompany and its Subsidiaries, taken as a whole;
(bB) Any resignation or termination of any officer, key employee or group of employees officers of the CompanyCompany and its Subsidiaries; and the Company does not know of the impending resignation or termination of employment of any such officer;
(cC) Any material change, except in the ordinary course of business, in the contingent obligations of the Company and its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany and its Subsidiaries;
(eE) Any waiver by the Company or any Subsidiary of a valuable right or of a material debt owed to it;
(fF) Any direct or indirect loans made by the Company or any Subsidiary to any stockholdershareholder, employee, officer or director of the CompanyCompany or any Subsidiary, other than advances made in the ordinary course of business;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any Subsidiary;
(iI) Any labor organization activity related to the Companyactivity;
(jJ) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any Subsidiary, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kK) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lL) Any change in any material agreement to which the Company or any Subsidiary is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects financial condition of the Company;Company and its Subsidiaries, taken as a whole; or
(mM) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, operations or financial condition, prospects or operations condition of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) aboveand its Subsidiaries, taken as a whole.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Birch Telecom Inc /Mo)
Changes. Since June 30, 20012003, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ophthalmic Imaging Systems)
Changes. Since June September 30, 20012005, except as disclosed in any Exchange Act Filing or in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any executive employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30December 31, 20011998, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(fb) Any direct any satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of businessbusiness and which is not material to the assets, properties, financial condition, operating results, business or prospects of the Company (as such business is presently conducted and as it is now proposed to be conducted);
(gc) Any any change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject which would reasonably be expected to likely result in a Material Adverse Effect;
(d) any change in any compensation arrangement or agreement with any employee, executive officer, director or stockholder;
(he) Any any change in the assets, liabilities, financial condition or operations of the Company, except changes in the ordinary course of business which have not, either in any case or in the aggregate, resulted in a Material Adverse Effect;
(f) any change, except in the ordinary course of business, in the contingent obligations of the Company (nor any contingent obligation of the Company regarding any director, shareholder, key service provider or officer of the Company) by way of guaranty, endorsement, indemnity, warranty or otherwise;
(g) any declaration or payment of any dividend or other distribution of the assets of the Company, any redemption, purchase or acquisition by the Company of any of its outstanding capital stock, or the adoption or consideration of any plan or arrangement with respect thereto other than the Series B Preferred Stock Share Purchase Agreements entered into between the Company and each purchaser of the Company's Series B Preferred Stock which provide to the Company, in respect of the Series B Preferred Stock, certain rights of first refusal and certain rights to purchase upon involuntary transfer;
(h) any resignation or termination of employment of any key employee or service provider of the Company, or to the Company's knowledge any plans with respect thereto;
(i) Any labor organization activity related to the Company;
(j) Any debt's knowledge, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of which could reasonably be expected to have a Material Adverse Effect;
(j) any change in the Company's accounting or internal control procedures and practices that affects the manner in which the Company's financial statements are prepared or that would require disclosure in the Company's financial statements;
(k) any transaction which was not in the ordinary course of business; or
(nl) Any arrangement any damage to, destruction of or commitment loss of physical property (whether or not covered by the Company insurance) resulting or that could reasonably be expected to do any of the acts described result in subsection (a) through (m) abovea Material Adverse Effect.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Avenue a Inc)
Changes. Since June 30, 2001the date of the Most Recent Balance Sheet, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any material change, except in the ordinary course of business, change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise;
(dc) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(ed) Any waiver by the Company of a valuable material right or of a material debt owed to it;
(fe) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(jg) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts of less than $5,000 and for current liabilities incurred in the ordinary course of businessthe business of the Company;
(kh) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(li) Any change in any material contract or other agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(mj) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(nk) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mj) above.
Appears in 1 contract
Sources: Contribution Agreement (American Restaurant Concepts Inc)
Changes. Since June September 30, 2001, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director officer or stockholderdirector;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, condition or operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Metropolitan Health Networks Inc)
Changes. Since June 30Except as disclosed in the Disclosure Letter, 2001since December 31, 1997, the date of the latest audited balance sheet included in the Financial Statements (the "Latest Balance Sheet"), there has not been:
(a) Any any change in the assets, liabilities, financial condition, prospects condition or operations operating results of the CompanyCompany from that reflected in the Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, business or financial condition, operating results, prospects or financial condition business of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any any waiver by the Company of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(e) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject;
(f) Any direct any resignation or indirect termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(g) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(h) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any stockholder, employee, officer or director members of the Companytheir immediate families, other than travel advances and other advances made in the ordinary course of its business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;; or
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects best of the Company;
(m) Any 's knowledge, any other event or condition of any character that, either individually or cumulatively, has or may that might materially and adversely affect the business, assets, liabilitiesproperties, financial condition, operating results, prospects or operations business of the Company; or
Company (n) Any arrangement or commitment by the Company as such business is presently conducted and as it is proposed to do any of the acts described in subsection (a) through (m) abovebe conducted).
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Bluestone Software Inc)
Changes. Since June 30To the best of the Company's knowledge, 2001since December ------- 31, 1996, there has not been:
(a) Any change in the assets, liabilities, financial condition, operating results or prospects or operations of the CompanyCompany from that reflected in the Financial Statements, other than except changes in the ordinary course of businessbusiness that have not been, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assetsaggregate, liabilities, financial condition, prospects or operations of the Companymaterially adverse;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties, business or prospects or financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted);
(ec) Any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
(fd) Any direct satisfaction or indirect loans made discharge of any lien, claim or encumbrance or payment of any obligation by the Company to any stockholder, employee, officer or director of the Company, other than advances made except in the ordinary course of business and which is not material to the business, properties, prospects or financial condition of the Company (as such business is presently conducted and as it is proposed to be conducted);
(ge) Any material change to a material contract or arrangement by which the Company or any of its assets is bound or subject;
(f) Any material change in any compensation arrangement or agreement with any employee, officer, director director, or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kg) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(h) Any resignation or termination of employment of any key officer of the Company; and the Company, to its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(i) Receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
(j) Any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(k) Any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(l) Any change declaration, setting aside or payment or other distribution in respect of any material agreement to which of the Company is a party Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may that might materially and adversely affect the business, assets, liabilities, financial conditionproperties, prospects or operations financial condition of the CompanyCompany (as such business is presently conducted and as it is proposed to be conducted); or
(n) Any arrangement agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 2.20.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Corsair Communications Inc)
Changes. Since June 30March 31, 20012002, except as disclosed in any Schedule to this Agreement or to any of the Related Agreements, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the Company, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect material loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company’s knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees of the Company;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change Material changes in any compensation arrangement or agreement with any employee, officer, director or stockholder, that have not been disclosed to Purchaser;
(h) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(ig) Any labor organization activity related to the Company;
(jh) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(ki) Any sale, assignment assignment, or exclusive license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lj) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company, other than items disclosed to Purchaser;
(mk) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(nl) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (mk) above].
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Oncologix Tech Inc.)
Changes. Since June 30Except as set forth in the SEC Reports, 2001since March 31, 2005 there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects or operations of the CompanyCompany or any of its Subsidiaries, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyCompany or any of its Subsidiaries;
(b) Any resignation or termination of any officer, key employee or group of employees of the CompanyCompany or any of its Subsidiaries;
(c) Any material change, except in the ordinary course of business, in the contingent obligations of the Company or any of its Subsidiaries by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the CompanyCompany or any of its Subsidiaries;
(e) Any waiver by the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company or any of its Subsidiaries to any stockholder, employee, officer or director of the CompanyCompany or any of its Subsidiaries, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or any of its Subsidiaries;
(i) Any labor organization activity related to the CompanyCompany or any of its Subsidiaries;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or any of its Subsidiaries, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(l) Any change in any material agreement to which the Company or any of its Subsidiaries is a party or by which it is bound which may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the CompanyCompany or any of its Subsidiaries ;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the CompanyCompany or any of its Subsidiaries; or
(n) Any arrangement or commitment by the Company or any of its Subsidiaries to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Implant Sciences Corp)
Changes. Since June 30March 31, 20012000, there has not been:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none or any other event or condition of any character, any of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans made by the Company to to, or any material change in, any compensation arrangement or agreement with, any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(hf) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(i) Any labor organization activity related to the Company;
(jg) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; or any waiver by the Company of a valuable right or of a material debt owed to it;
(kh) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;; and
(li) Any To the Company's knowledge, any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of including compensation agreements with the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above's employees.
Appears in 1 contract
Changes. Since June 30Except as set forth on Schedule 3.16 hereto, 2001since the end of the Company's last completed fiscal quarter, there has not beenbeen with respect to the Company and the Subsidiary:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany or the Subsidiary from that reflected in the Financial Statements, other than changes in the ordinary course of businessconsistent with past practices, none of which individually or in the aggregate has had or is reasonably expected to have constitutes a material adverse effect on such assets, liabilities, financial condition, prospects or operations of the CompanyMaterial Adverse Effect;
(b) Any resignation or termination of any officer, key employee officers or group of employees of the Company or the Subsidiary; and to the knowledge of the Company, there is no impending resignation or termination of employment of any such officer or employee;
(c) Any material change, except in the ordinary course of businessconsistent with past practices, in the contingent obligations of the Company or the Subsidiary by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Companywhich constitutes a Material Adverse Effect;
(e) Any waiver by the Company or the Subsidiary of a valuable right or of a material debt owed to itit other than in the ordinary course consistent with past practices;
(f) Any direct or indirect loans made by the Company or the Subsidiary to any stockholder, employee, officer or director of the CompanyCompany or the Subsidiary, other than advances made in the ordinary course of businessconsistent with past practices;
(g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder other than in the ordinary course consistent with past practices;
(h) Any declaration or payment of any dividend or other distribution of the assets of the CompanyCompany or the Subsidiary;
(i) Any labor organization activity related to the Companyactivity;
(j) Any debtindebtedness for borrowed money, obligation or liability incurred, assumed or guaranteed by the CompanyCompany or the Subsidiary, except those for immaterial amounts and for current liabilities incurred in the ordinary course of businessconsistent with past practices;
(k) Any sale, assignment assignment, license or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets except in the ordinary course consistent with past practices;
(l) Any change in any material agreement to which the Company or the Subsidiary is a party or by which it is bound which may materially and adversely affect that constitutes or could with the business, assets, liabilities, financial condition, operations or prospects passage of the Company;time constitute a Material Adverse Effect; or
(m) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company; or
(n) Any arrangement or commitment by that constitutes a Material Adverse Effect with respect to the Company to do any of or the acts described in subsection (a) through (m) aboveSubsidiary.
Appears in 1 contract
Sources: Series C Convertible Preferred Stock Purchase Agreement (Biokeys Pharmaceuticals Inc)
Changes. Since June 30, 2001, 2005 there has not beenbeen to the Company's knowledge:
(aA) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, operations or prospects or operations of the Company;
(bB) Any resignation or termination of any officer, officer or key employee or group of employees of the Company; nor, to the best of its knowledge, is any such resignation or termination imminent;
(cC) Any 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;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(eE) Any waiver by the Company of a valuable right or of a material debt owed to it;
(fF) Any direct or indirect loans loan made by the Company to any stockholdershareholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholdershareholder;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(iI) Any labor organization activity related to the Companyactivity;
(jJ) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kK) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
(lL) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;; or
(mM) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or.
(nN) Any arrangement or commitment by the Company to do any of the acts described in subsection subsections (a) through (m) above.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Branded Media CORP)
Changes. Since June 30, 2001the Statement Date, there has not beenbeen to the Company's knowledge:
(a) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;
(b) Any resignation or termination of any officer, key employee or group of employees officers of the Company except for ▇▇▇▇▇▇▇ ▇▇▇▇▇, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(c) Any 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;
(d) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(e) Any waiver by the Company of a valuable right or of a material debt owed to it;
(f) Any direct or indirect loans or guarantees made by the Company to any stockholder, employee, officer or director of the CompanyCompany or any members of their immediate families, other than advances made in the ordinary course of business;
(gf) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder other than as disclosed in the Company's proxy statement filed with the SEC on November 30, 2000;
(hg) Any declaration or payment of any dividend or other distribution of the assets of the Company, other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000;
(h) Any labor organization activity;
(i) Any labor organization activity related to the Company;
(j) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kj) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;
; (lk) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company; or
(l) Any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted);
(m) Any other event receipt of notice that there has been a loss of, or condition of material order cancellation by, any character that, either individually or cumulatively, has or may materially and adversely affect the business, assets, liabilities, financial condition, prospects or operations major customer of the Company;
(n) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
(o) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company other than the Company's payment of a paid-in-kind dividend to the existing holders of Series D Preferred Stock on November 11, 2000; or
(np) Any arrangement any agreement or commitment by the Company to do any of the acts things described in subsection (a) through (m) abovethis Section 5.9.
Appears in 1 contract
Sources: Series F Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Changes. Since June 30the Balance Sheet Date, 2001and excluding the transactions contemplated by the Financing Agreements, there has not been:
(aA) Any change in the assets, liabilities, financial condition, prospects condition or operations of the CompanyCompany from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is reasonably expected to have a material adverse effect on such assets, liabilities, financial condition, prospects condition or operations of the Company;.
(bB) Any resignation or termination of any officer, key employee or group of employees officers of the Company; and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
(cC) Any 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;
(dD) Any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, business or prospects or financial condition of the Company;
(eE) Any waiver by the Company of a valuable right or of a material debt owed to it;
(fF) Any direct or indirect loans made by the Company to any stockholder, employee, officer or director of the Company, other than advances made in the ordinary course of business;
(gG) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholderstockholder of the Company;
(hH) Any declaration or payment of any dividend or other distribution of the assets of the Company;
(iI) Any labor organization activity related to the Companyactivity;
(jJ) Any debt, obligation or liability incurred, assumed or guaranteed by the Company, except those for immaterial amounts and for current liabilities incurred in the ordinary course of business;
(kK) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assetsassets of the Company;
(lL) Any change in any material agreement to which the Company is a party or by which it is bound which may materially and adversely affect affects the business, assets, liabilities, financial condition, operations or prospects of the Company;, including compensation agreements with the Company's employees; or
(mM) Any other event or condition of any character that, either individually or cumulatively, has or may materially and adversely affect affected the business, assets, liabilities, financial condition, operations or prospects or operations of the Company; or
(n) Any arrangement or commitment by the Company to do any of the acts described in subsection (a) through (m) above.
Appears in 1 contract
Sources: Unit Purchase Agreement (Financial Commerce Network Inc)