Common use of NO MATERIAL CHANGE IN THE COMPANY Clause in Contracts

NO MATERIAL CHANGE IN THE COMPANY. Prior to the Closing Date, the Stockholder shall not, without the prior written approval of the Buyer, cause the Company to (i) make any material change in the business or operations of the Company; (ii) make any material change in the accounting policies applied in the preparation of the financial statements referred to herein; (iii) except as permitted by Section 4.5 hereof, declare any dividends on its issued and outstanding shares of capital stock, or make any other distribution of any kind in respect thereof; (iv) issue, sell or otherwise distribute any authorized but unissued shares of its capital stock or effect any stock split or reclassification of any such shares or grant or commit to grant any option, warrant or other rights to subscribe for or purchase or otherwise acquire any shares of capital stock of the Company or any security convertible or exchangeable for any such shares; (v) purchase or redeem any of the capital stock of the Company; (vi) incur or be liable for indebtedness to the Stockholder or any of its subsidiaries, or affiliates other than in the ordinary course of business; (vii) make any material change in the base compensation of officers or key employees of the Company; (viii) enter into any contract, license, franchise or commitment other than in the ordinary course of business, or waive any rights of substantial value; or (ix) enter into any other transaction affecting in any material respect the business of the Company other than in the ordinary course of business and in conformity with past practices, or as contemplated by this Agreement.

NO MATERIAL CHANGE IN THE COMPANY. Prior to the Closing Date, the Stockholder Company shall not, and the Seller shall not, without the prior written approval of the Buyer, cause the Company to (i) make any material change in the business or operations of the Company; (ii) make any material change in the accounting policies applied in the preparation of the financial statements referred to herein; (iii) except as permitted by Section 4.5 hereof, declare any dividends on its issued and outstanding shares of capital stock, or make any other distribution of any kind in respect thereof; (iv) issue, sell or otherwise distribute any authorized but unissued shares of its capital stock or effect any stock split or reclassification of any such shares or grant or commit to grant any option, warrant or other rights to subscribe for or purchase or otherwise acquire any shares of capital stock of the Company or any security convertible or exchangeable for any such shares; (v) purchase or redeem any of the capital stock of the Company; (vi) incur or be liable for indebtedness to Seller or the Stockholder or any of its subsidiaries, or affiliates other stockholders other than in the ordinary course of business; (vii) make any material change in the base compensation of officers or key employees of the Company; (viii) enter into any contract, license, franchise or commitment other than in the ordinary course of business, or waive any rights of substantial value; or (ix) enter into any other transaction affecting in any material respect the business of the Company other than in the ordinary course of business and in conformity with past practices, or as contemplated by this Agreement. Notwithstanding the above, on or prior to the Closing Date, the Company may sell any or all of its tangible assets other than those listed on Exhibit A hereto to any buyer for nominal consideration.

NO MATERIAL CHANGE IN THE COMPANY. Prior to the Closing Date, the Stockholder shall not, without the prior written approval of the Buyer, cause the Company to (i) make any material Material change in the business or operations of the Company; (ii) make any material Material change in the accounting policies applied in the preparation of the financial statements referred to herein; (iii) except as permitted by Section 4.5 hereof, declare any dividends on its issued and outstanding shares of capital stock, or make any other distribution of any kind in respect thereof; (iv) issue, sell or otherwise distribute any authorized but unissued shares of its capital stock or effect any stock split or reclassification of any such shares or grant or commit to grant any option, warrant or other rights to subscribe for or purchase or otherwise acquire any shares of capital stock of the Company or any security convertible or exchangeable for any such shares; (v) purchase or redeem any of the capital stock of the Company; (vi) incur or be liable for indebtedness to the Stockholder or any of its subsidiaries, or affiliates other than in the ordinary course of business; (vii) make any material Material change in the base compensation of officers or key employees of the Company; (viii) enter into any contract, license, franchise or commitment other than in the ordinary course of business, or waive any rights of substantial value; or (ix) enter into any other transaction affecting in any material Material respect the business of the Company other than in the ordinary course of business and in conformity with past practices, or as contemplated by this Agreement.