Make Certain Changes Clause Samples

Make Certain Changes. ​ (i) change the nature of its business as presently carried on; ​ (ii) amalgamate, consolidate or merge or enter into a partnership, joint venture (other than joint business arrangements with the third parties for the sale of goods in the ordinary course of business) or syndicate with any other Person; (iii) enter into any material transaction outside the ordinary course of business; ​ (iv) make any loans to any other Person (other than the Corporation or another Guarantor) other than the giving of trade credit; ​ (v) engage in any material commercial transactions with Persons not dealing at Arm’s Length with it (other than the Corporation or another Guarantor); ​ (vi) engage in any sale‒leaseback or similar transactions; ​ (vii) remove any of the Secured Property or any of its books of account or other records from the jurisdiction where same are presently located, other than inventory removed in the ordinary course of business; ​ (viii) create or adopt any defined benefit pension plan or fail to keep any employee plan funded as required by law and regulation or establish any plan subject to “ERISA”; ​ (ix) except pursuant to this Debenture, make or commit to any form of distribution or reduction of the profits of the Corporation, the Guarantors, their respective Subsidiaries, or of their respective capital including any (i) declaration or payment of any dividend (including stock dividends) on any present or future shares except to the Corporation or a Guarantor; (ii) payment to purchase, redeem, retire or acquire any of its shares, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor; (iii) payment on account of loans made to its shareholders; or (iv) payment of any bonuses or management fees ​ LEGAL*52823942.10 ​ (other than bonuses or management fees paid in the ordinary course of business); ​ (x) make payment or repayment on loans made by a Related Party to the Corporation; “Related Party” means for a corporation any officer, director, or shareholder holding 5% or more of the issued and outstanding voting shares of the corporation, and any corporation under common control with the corporation whether a parent, subsidiary or sister corporation and any entity equivalent to a corporation in similar relationship; ​
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Related to Make Certain Changes

  • Certain Changes The Administrator may accelerate the date on which the restrictions on transfer set forth in Section 2(b) hereof shall lapse or otherwise adjust any of the terms of the Restricted Shares; provided that, subject to Section 5 of the Plan, no action under this Section shall adversely affect the Participant’s rights hereunder.

  • Absence of Certain Changes or Events Except as set forth in this Agreement or the schedules hereto, since the date of the most recent AGA balance sheet described in Section 5.04 and included in the information referred to in Section 5.06: (a) There has not been: (i) any adverse change in the business, operations, properties, level of inventory, assets, or condition of AGA; or (ii) any damage, destruction, or loss to AGA (whether or not covered by insurance) adversely affecting the business, operations, properties, assets, or conditions of AGA; (b) AGA has not: (i) amended its Articles of Incorporation or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of AGA; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; (c) AGA has not: (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent AGA balance sheet and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000 or canceled, or agreed to cancel, any debts or claims (except debts and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of AGA ; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and (d) AGA has not become subject to any law, order, investigation, inquiry, grievance or regulation which materially and adversely affects, or in the future would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of AGA.

  • Absence of Certain Changes and Events Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCO; iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.

  • Absence of Certain Changes Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

  • Absence of Changes or Events Since the date of the respective Balance Sheets, there has not been any Material Adverse Effect or any development or change in circumstances that is reasonably likely to result in a Material Adverse Effect. Except as set forth in Schedule 2.9 or as otherwise contemplated or permitted by this Agreement, since the date of the respective Balance Sheets, the business of each of the Companies and their respective Subsidiaries has been conducted in the ordinary course and in substantially the same manner as previously conducted, and neither of the Companies nor any of their respective Subsidiaries has (i) declared or paid any dividend or made any other distribution to its respective shareholders whether or not upon or in respect of any shares of their respective capital stock, (ii) redeemed or otherwise acquired any shares of their respective capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of their respective capital stock, (iii) adopted or materially amended any Benefit Plan (as defined in Section 2.16), except as required by law, or entered into or amended any employment, severance or consulting agreement, contract or similar arrangement, (iv) granted to any their respective directors, officers or employees any increase in compensation or benefits, except for increases for any such director, officer or employee in the ordinary course of business consistent with past practice or as may be required under existing agreements, (v) incurred or assumed any liability, obligation or indebtedness for borrowed money or guaranteed any such liability, obligation or indebtedness, (vi) permitted, allowed or suffered any of their respective assets to become subject to any mortgage, security interest, lien or other similar restriction of any nature whatsoever, (vii) cancelled any indebtedness or waived any claims or rights of substantial value, except for customer trade adjustments in the ordinary course of business that for either Company do not exceed $25,000 individually or $100,000 in the aggregate, (viii) entered into, or modified, amended, terminated, or permitted the lapse of, any real property lease or other material agreement relating to real property, or (ix) incurred any indebtedness that is senior to the Notes in terms of rights of payment.