Recent Events Clause Samples
Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business: (a) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the assets used in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.
Recent Events. Since the Most Recent Fiscal Month End until the Closing Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that period:
(i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business;
(ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business;
(iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound;
(iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business;
(vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business;
(x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business;
(xi) except as otherwise contemplated by the Transaction Documents, there h...
Recent Events. Since December 31, 2007, except as disclosed in any SEC Report, there has not been:
(a) any change in the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of any Borrower, which individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(b) any resignation or termination of any officer, key employee or group of employees of any Borrower;
(c) any material change, except in the ordinary course of business, in the contingent obligations of any Borrower by way of guaranty, endorsement, indemnity, warranty or otherwise;
(d) any damage, destruction or loss, whether or not covered by insurance, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(e) any waiver by any Borrower of a valuable right or of a material debt owed to it;
(f) any direct or indirect loans made by any Borrower to any stockholder, employee, officer or director of any Borrower, 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 of any Borrower;
(h) any declaration or payment of any dividend or other distribution of the assets of any Borrower;
(i) any labor organization activity related to any Borrower;
(j) any debt, obligation or liability incurred, assumed or guaranteed by any Borrower, 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 owned by any Borrower;
(l) any change in any material agreement to which any Borrower is a party or by which it is bound which either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(m) any other event or condition of any character that, either individually or in the aggregate, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or
(n) any arrangement or commitment by any Borrower to do any of the acts described in subsection (a) through (m) above.
Recent Events. No Material Adverse Effect has occurred since December 31, 2019. Without limiting the generality of the foregoing, since December 31, 2019, except as set forth on Section 4.8 of the Disclosure Schedules, the Company has not: (a) operated outside of the Ordinary Course of Business or engaged in any transaction outside of the Ordinary Course of Business, including any sale, lease, transfer, or assignment of any of its assets or properties, tangible or intangible, outside of the Ordinary Course of Business; (b) incurred any Indebtedness or caused or permitted to exist any Encumbrance upon any of its assets or properties, tangible or intangible, other than Permitted Encumbrances; (c) amended, renewed, or extended any Material Contract; (d) accelerated, terminated, or canceled any Contract that, if currently in force, would constitute a Material Contract (and no third party accelerated, terminated, or canceled any such Contract); (e) canceled, compromised, waived, or released any right or Claim (or series of related rights and Claims) either involving more than $250,000 or made outside of the Ordinary Course of Business; (f) experienced any damage, destruction, or loss (whether or not covered by insurance) to its assets or properties in excess of $250,000 in the aggregate; (g) amended its Governing Documents; (h) issued or redeemed any of its Equity Interests; 27
(i) entered into or amended any transaction or Contract with a Related Party or distributed or transferred any property or other assets to a Related Party; (j) amended or modified any Company Benefit Plan, other than amendments and modifications required to comply with Law; (k) increased the salary of any of its officers or employees by an amount greater than three percent (3%) of such salary as of December 31, 2019, or paid any bonus to any of its officers or employees in an amount greater than twenty percent (20%) of such person’s salary as of December 31, 2019; (l) made, changed, or rescinded any material Tax election, adopted or changed any method of Tax accounting or any annual accounting period, filed any amended Tax Return or any Tax Return which has not been prepared in accordance with past practice (except as required by applicable Law), settled or compromised any Tax Proceeding, entered into any closing agreement, consented to any extension or waiver of any statute of limitations periods with respect to Taxes that is still in force, failed to pay any material Tax when due and payable (includi...
Recent Events. Except as disclosed in the Securities Purchase Agreement, since the Closing Date, there has not been any material adverse change or any material adverse development in the business, properties, operations, financial condition, prospects, outstanding securities or results or operations of the Company and no event has occurred and no circumstances exist that may result in such material adverse change. The Company has not engaged in any practice, taken any action, or entered into any transaction outside its ordinary course of business.
Recent Events. (a) Since the Company Latest Balance Sheet Date until the date hereof, (i) each Company Group Member has conducted its business in all material respects in the ordinary course of business (except in connection with the transactions contemplated by this Agreement and the other Transaction Documents) and (ii) there has not been a Company Material Adverse Effect.
(b) Without limiting the generality of the foregoing Section 4.7(a), except as expressly contemplated by any Transaction Document or as set forth on Section 4.7(b) of the Company Disclosure Schedule, no Company Group Member has since the Company Latest Balance Sheet Date and through the date hereof:
(i) subjected a material portion of its properties or assets to any Encumbrances, except for Permitted Encumbrances;
(ii) sold, assigned or transferred a material portion of its assets, except in the ordinary course of business and except for sales of obsolete assets or assets with de minimis book value;
(iii) amended its Charter Documents;
(iv) made any material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the notes to the Company Audited Financial Statements;
(v) incurred, assumed or guaranteed any indebtedness for borrowed money, except unsecured current obligations and Liabilities incurred in the ordinary course of business;
(vi) cancelled any material debts or claims or waived any material rights against a Person that is not a Company Group Member;
(vii) taken any action to make, change or rescind any material Tax election, amend any material Tax Return or taken any position on any Tax Return, taken any action, omitted to take any action or entered into any other transaction that would have the effect of increasing the Tax liability of any Company Group Member in respect of any Tax period starting after the Closing Date, in each case other than in the ordinary course of business; or
(viii) entered into any Contract to do any of the foregoing.
Recent Events. The Company has not sustained, since the date of its most recent audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries, or any material adverse changes, or any development involving a prospective material adverse change, in or affecting the business, assets, general affairs, management, financial position, prospects, stockholders’ equity or results of operations of the Company and its Subsidiaries, individually or taken as a whole, in each case otherwise than as set forth or contemplated in the Registration Statement and the Prospectus.
Recent Events. Since the date of the Latest Balance Sheet, the Seller has not experienced or suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 3.8 attached hereto, since the date of the Latest Balance Sheet, the Seller has not:
3.8.1 sold, leased, transferred or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business;
3.8.2 created or suffered to exist any Security Interest upon any of its assets, tangible or intangible, either (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but securing any Liabilities in the aggregate in excess of Five Thousand ($5,000.00) Dollars;
3.8.3 issued, sold, or otherwise disposed of any of the Seller Interests or other equity interests, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of the Seller Interests or other equity interests, or any securities convertible or exchangeable into any the Seller Interests or other equity interests;
3.8.4 declared, set aside, or paid any distribution with respect to the Seller Interests or other equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of the Seller Interests or other equity interests;
3.8.5 made or committed to make any capital expenditures or entered into any other material transaction (a) outside the Ordinary Course of Business or (b) within the Ordinary Course of Business but involving an expenditure in excess of Five Thousand ($5,000.00) Dollars;
3.8.6 changed, in any material respect, the manner in which its business has been conducted, including, without limitation, billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable;
3.8.7 changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; or
3.8.8 agreed (whether orally or in writing) to any of the foregoing.
Recent Events. The Borrower recently attracted 35-year cable industry veteran ▇▇▇ ▇▇▇▇▇▇▇ as Chairman and Chief Executive Officer pending the closing of the Private Offering. In addition, the Borrower has attracted three designees for the board of directors and one nominee for Chief Financial Officer with significant experience in providing services to the communications industries (See Section 7 “Management” on page 8). The Borrower has recently completed a service agreement with Level 3 Communications, Inc. (“Level 3”) and a reseller agreement with C-COR (“C-COR,” currently being acquired by Arris Group Inc.). The Borrower believes that it has assembled the right industry relationships along with its VoIP product, to successfully serve the unmet needs of cable systems located in smaller geographic markets to offer VoIP phone service to their existing cable subscribers.
Recent Events. Since October 31, 1998, Oakridge has operated its business diligently and only in the ordinary course of business and there has been no (a) material adverse change in its business, properties, assets, liabilities, commitments, financial condition or prospects (it being understood that the business plan of Oakridge contemplates significant additional liabilities, commitments and losses beyond the Closing Date), or (b) any action which, if taken or omitted hereafter, would conflict in any material respect with any representation and warranty set forth in this Article.