Subsequent Events. Since January 1, 1997, except as set forth in Section 4(e) of the Disclosure Schedules, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date: (i) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) the Company has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business; (iii) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound; (iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible; (v) the Company has not made any capital expenditure (or series of related capital expenditures) 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) outside the Ordinary Course of Business; (vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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; (xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations; (xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it; (xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees; (xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans); (xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees; (xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company; (xix) the Company has not altered its credit and collection policies or its accounting policies; (xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM); (xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations; (xxii) there has been no change made or authorized in the charter or bylaws of the Company; (xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock; (xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock; (xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and (xxvi) the Company has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Subsequent Events. Since January 1the Most Recent Fiscal Year End to, 1997and including, the date hereof, except as otherwise set forth in Section 4(e) 5.15 of the Disclosure SchedulesSchedule: (a) The Business has been conducted and carried on only in the Ordinary Course; (b) Except for Inventory and supplies purchased, there sold or otherwise disposed of in the Ordinary Course, Seller has not been purchased, sold, leased, hypothecated, pledged or otherwise acquired or disposed of any material adverse change in properties or assets of or for the assetsBusiness; (c) Seller has not sustained or incurred any loss or damage to any of the Purchased Assets (whether or not insured against) on account of fire, Liabilitiesflood, business, financial condition, operations, results of operationsaccident or other calamity which has interfered with or affected, or future prospects of the Company may interfere with respect to or affect, the operation of the Stations. Without limiting Business; (d) There has been no Material Adverse Change and to Seller’s Knowledge no state of facts or basis exists which may reasonably be expected to give rise to any Material Adverse Change; (e) Seller has not waived, released or cancelled any claims against third parties or Indebtedness owing to Seller, or any rights which have a value in the generality aggregate in excess of the foregoing and with respect $25,000 in connection with, or related to the operation of the Stations since that date:
(i) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangibleBusiness, other than for a fair consideration repayment of Indebtedness in the Ordinary Course of Business;
Course; (iif) the Company Seller has not entered into into, authorized or permitted any contracttransaction with any Affiliate, leaseshareholder, subleasepartner, licensedirector, officer or Employee of Seller in connection with or related to the Business; (g) Seller has not made any loans, advances or capital contributions to, or sublicense investments in, any other Person in connection with, or related to, the Business, except in the Ordinary Course; (h) Seller has not issued any note, bond or series of related contractsother debt security or created, leasesincurred, subleases, licenses, and sublicenses) assumed or guaranteed any Liability for borrowed money outside the Ordinary Course of in connection with, or related to, the Business;
(iii) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) 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) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxvi) the Company has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Asset and Share Purchase Agreement, Asset and Share Purchase Agreement (Federal Signal Corp /De/)
Subsequent Events. Since January 1, 19971998, except as set forth in Section 4(e) of the Disclosure Schedules, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that dateSchedule:
(i) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no further Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) 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) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the StationsLicenses;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) outside the Ordinary Course of Business, the Company has not terminated or entered into any employment arrangement, employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans)commitment;
(xvi) outside the Ordinary Course of Business, the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not materially altered its credit and collection policies or its accounting policies;
(xxxix) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than activities, nor has the call letter change by former KGGY-FM to KXGE-FM)Company terminated or received notice of termination for any syndicated programming;
(xxixx) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in material compliance therewith and with all FCC rules and regulations;
(xxiixxi) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiiixxii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxivxxiii) the Company has not declared, set aside, or paid any dividend dividend, distribution, or distribution bonus with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxvixxiv) the Company has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Subsequent Events. Since January 1, 1997, except as set forth in Section 4(e) the date of the Disclosure SchedulesMost Recent Balance Sheet, there has not been any material adverse change in the business, assets, Liabilitiesliabilities, business, condition (financial conditionor otherwise), operations, results operating results, prospects, customer relations or supplier relations of operations, or future prospects Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that dateMost Recent Balance Sheet:
(i) the Company Ibis has not sold, leased, transferred, or assigned any of its material assetsassets to a third party, tangible or intangible, other than for a fair consideration inventory in the Ordinary Course ordinary course of Businessbusiness;
(ii) the Company has not entered into any contract, lease, sublease, license, No party (including Ibis or sublicense (or series of related contracts, leases, subleases, licenses, and sublicensesIsis) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or cancelled canceled any contract, lease, sublease, license, or sublicense material Contract (or series of related contracts, leases, subleases, licenses, and sublicensesContracts) involving more than $5,000 to which the Company Ibis is or was a party or by which it the Business is or was bound;
(iii) Ibis has made capital expenditures consistent with its normal course of operations;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) 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) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting over $50,000 in the FCC Licenses or the Stationsaggregate;
(xiiv) the Company Ibis has not made granted any loan increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business;
(vi) Ibis has not amended, modified, or terminated any Plan;
(vii) Ibis has not entered into any other transaction with, with any of its directors, officers, and employees outside or Affiliates, except for transactions with its employees in the Ordinary Course ordinary course of Business giving rise to any claim or right on its part against the person or on the part of the person against itbusiness;
(xiiiviii) the Company Neither Ibis nor Isis has not entered into licensed, sublicensed, allowed any employment contractEncumbrance to exist on, consulting contract or severance agreement or collective bargaining agreement, written or oralabandoned, or modified the terms of permitted to lapse any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business IP or, except in the base compensation ordinary course of business, disclosed any Confidential Information of its directors, officers, Ibis or the Business to any Person (other than AMI and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plansAMI’s Representatives);
(xviix) the Company Ibis has not made any other a change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stationsmethods; and
(xxvix) the Company Ibis has not committed in any binding manner to any of the foregoing.
Appears in 2 contracts
Sources: Call Option Agreement (Isis Pharmaceuticals Inc), Strategic Alliance Master Agreement (Isis Pharmaceuticals Inc)
Subsequent Events. Since January 1, 1997, except as set forth in Section 4(e) the date of the Disclosure Schedules, most recent Financial Statements which include a balance sheet (the "Balance Sheet Date") the Company has operated in the ordinary course of business and there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the StationsCompany. Without limiting the generality of the foregoing and with respect to the operation of the Stations foregoing, since that date, none of the following have occurred:
(ia) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, assets other than for a fair consideration in the Ordinary Course ordinary course of Businessbusiness;
(iib) the Company has not entered into any contract, lease, sublease, license, contract or sublicense agreement (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modifiedcontracts or agreements), or cancelled any contractamendment or modification of any contract or agreement, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) either involving more than $5,000 to which 50,000 or outside the Company is a party or by which it is boundordinary course of business;
(ivc) no Security Interest Encumbrance has been imposed upon any of the Company's assets, tangible or intangibleProperties;
(vd) the Company has not made any capital expenditure (or series of related capital expenditures) involving more than $25,000 individually, $50,000 in the aggregate, or outside the Ordinary Course ordinary course of Businessbusiness;
(vie) the Company has not made issued any capital investment innote, any loan tobond, or any acquisition of the securities other debt security or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including liability for borrowed money or capitalized lease obligations) outside the Ordinary Course of Businesslease;
(viiif) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and or other Liabilitiesliabilities outside the ordinary course of business;
(ixg) the Company has not cancelledcanceled, compromised, waived, or released any right claim or claim cause of action (or series of related rights and claimsclaims or causes of action) outside the Ordinary Course ordinary course of Businessbusiness;
(xh) there has been no change made or authorized to the Organizational Documents of the Company;
(i) the Company has not granted any license issued, sold, or sublicense otherwise disposed of any rights under or with respect to any Intellectual Propertyof its member interests;
(xij) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the StationsProperties in excess of $25,000;
(xiik) the Company has not made any loan to, or entered into any other transaction with, material change in any of its directors, officers, and employees outside the Ordinary Course accounting principles followed by it or the method of Business giving rise to any claim or right on its part against the person or on the part of the person against itapplying such principles;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvil) the Company has not made any other change in employment terms for any of its directors, officers, and employeesmaterial Tax election or the manner Taxes are reported;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviiim) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock the Company either involving more than $25,000 (individually or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share aggregate) or Cash flow outside the ordinary course of the Stationsbusiness; and
(xxvin) the Company has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Amen Properties Inc), Securities Purchase Agreement (Amen Properties Inc)
Subsequent Events. Since January 1, 1997, except as set forth in Section 4(e) of the Disclosure Schedules, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date:
(i) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) 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) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of BusinessBusiness other than the obligations of the Company under the Bonus Agreements;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans)commitment;
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM)activities;
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxvi) the Company has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Subsequent Events. Since January December 1, 1997, except as set forth in Section 4(e) of the Disclosure Schedules, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that dateSchedule:
(i) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) 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) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the StationsLicenses;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) outside the Ordinary Course of Business, the Company has not terminated or entered into any employment arrangement, employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans)commitment;
(xvi) outside the Ordinary Course of Business, the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not materially altered its credit and collection policies or its accounting policies;
(xxxix) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than activities, nor has the call letter change by former KGGY-FM to KXGE-FM)Company terminated or received notice of termination for any syndicated programming;
(xxixx) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in material compliance therewith and with all FCC rules and regulations;
(xxiixxi) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiiixxii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxivxxiii) the Company has not declared, set aside, or paid any dividend dividend, distribution, or distribution bonus with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in , other than the market share or Cash flow of the StationsDecember 1997 distribution not to exceed $200,000; and
(xxvixxiv) the Company has not committed to any of the foregoing.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)
Subsequent Events. Since January 1, 1997, except Except as set forth disclosed in Section 4(e) Schedule 4.7 of the Disclosure SchedulesSchedule, since the date of the Most Recent Balance Sheet, there has not been any material adverse change in affecting the assetsbusiness, Liabilities, businessoperations, financial condition, operations, results of operations, operations or future prospects assets of the Company with respect to that has had a Material Adverse Effect on the operation of the StationsCompany. Without limiting the generality of the foregoing and with respect to the operation of the Stations foregoing, since that date, except as disclosed in Schedule 4.7 of the Disclosure Schedule or otherwise permitted in this Agreement:
(ia) the Company has not sold, leased, transferred, disposed, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course ordinary course of Businessbusiness;
(iib) the Company has not entered into any agreement, contract, lease, sublease, license, or sublicense license which is currently in effect (or series of related agreements, contracts, leases, subleases, licenses, and sublicenseslicenses which are currently in effect) outside the Ordinary Course ordinary course of Businessbusiness;
(iiic) no party (including the Company) has accelerated, terminated, modified, or cancelled canceled any material agreement, material contract, material lease, sublease, license, or sublicense material license (or series of related material agreements, material contracts, material leases, subleases, and material licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(ivd) no the Company has not imposed any Security Interest has been imposed upon any of the Company's its assets, tangible or intangible;
(ve) the Company has not made any capital expenditure (or series of related capital expenditures) in excess of $50,000 outside the Ordinary Course ordinary course of Businessbusiness;
(vif) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course ordinary course of Businessbusiness;
(viig) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness (including for borrowed money or capitalized lease obligations) outside obligation, and the Ordinary Course Company has not incurred any material obligation or liability, absolute, accrued, contingent or otherwise, whether or not due or to become due, except in the ordinary course of Businessbusiness, or incurred any liability or obligation to the Seller other than for normal compensation in accordance with past practices;
(viiih) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable or other liabilities outside the ordinary course of business or written off as uncollectible, compromised, canceled or waived or released any claim of the Company to, any debt, note or account receivable, except write-offs in the ordinary course of business and other Liabilitiesconsistent with the Company's past practices;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxiii) there has been no change made or authorized in to the charter articles of incorporation or bylaws of the Company;
(xxiiij) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion conversion, exchange, or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, purchased or paid redeemed any dividend or distribution with respect to shares of its capital stock or redeemed, purchased, or otherwise acquired made any of distributions to the Seller with respect to its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxvik) the Company has not committed experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property except for ordinary wear and tear;
(l) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business;
(m) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, other than at-will retention or termination of non-executive employees in the ordinary course of business;
(n) the Company has not granted any increase in the base compensation of any of, nor made any other changes in the terms of employment of, its officers or employees outside the ordinary course of business;
(o) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other benefit plan);
(p) the Company has not received any written or oral communication terminating or threatening the termination of or otherwise materially modifying any material business relationships or material written agreements between the Company and any of its customers or suppliers; and
(q) the Company has not agreed or promised to do any of the foregoing.
Appears in 2 contracts
Sources: Merger Agreement (Videolabs Inc), Merger Agreement (Videolabs Inc)
Subsequent Events. Since January 1, 1997the Interim Balance Sheet Date, except as set forth in Section 4(e) of the Disclosure Scheduleson Schedule 3.10, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company Material Adverse Change with respect to the operation Company nor have any of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that datefollowing have occurred:
(ia) the Company has not sold, leased, transferred, or assigned any assets having an aggregate value of its material assets, tangible or intangible, greater than $100,000 other than for a fair consideration in the Ordinary Course of Business;
(iib) the Company has not entered into any contract, lease, sublease, license, or sublicense Contract (or series of related contracts, leases, subleases, licenses, and sublicensesContracts) either involving more than $100,000 or outside the Ordinary Course of Business;
(iiic) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) Contract involving more than $5,000 100,000 has been terminated except for any such termination that would not have a Material Adverse Effect with respect to the Company;
(d) neither the Company, nor, to the Knowledge of Seller, any other party to any Contract involving more than $100,000 to which the Company is a party or by which it is boundbound or any of its assets is subject has Breached in any material respect any such Contract;
(ive) no Security Interest Encumbrance has been imposed upon any of the assets of the Company's assets, tangible or intangible;
(vf) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $100,000 or outside the Ordinary Course of Business;
(vig) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other person Person;
(h) the Company has not issued any note, bond, or series other debt instrument or created, incurred, assumed, or guaranteed any Liability for borrowed money or capitalized lease Contract;
(i) the Company has not delayed or postponed the payment of related capital investments, loans, and acquisitions) accounts payable or other Liabilities outside the Ordinary Course of Business;
(viij) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelledcanceled, compromised, waived, or released any right or claim Action (or series of related rights and claimsActions) outside the Ordinary Course of Businessinvolving more than $100,000;
(xk) the Company has not entered into any Contracts or granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xil) there has been no change made or authorized to the Organizational Documents of the Company;
(m) the Company has not issued, sold, or otherwise disposed of any of its Equity Interests;
(n) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its Equity Interests (other than cash distributions to shareholders of the Company immediately prior to Closing);
(o) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property assets or any action adversely affecting properties involving more than $100,000 in the FCC Licenses or the Stationsaggregate;
(xiip) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against itemployees;
(xiiiq) the Company has not entered into any employment contractemployment, consulting contract collective bargaining, or severance agreement or collective bargaining agreement, written or oral, similar Contract or modified the terms of any such existing such contract or agreementContract;
(xivr) the Company has not committed to pay any bonus or granted any increase outside the Ordinary Course of Business in the base compensation or made any other changes in employment terms of any of its directors, officers, employees, consultants or stockholders outside of (i) increases in the base compensation to any of its employees who are not Stockholders, officers or key employees of the Company made in the Ordinary Course of Business and employees(ii) the payment of customary year-end bonuses in the Ordinary Course of Business as provided for in Schedule 3.10(r);
(xvs) the Company has not adopted adopted, amended, modified, or terminated any (A) bonus, (B) profit-profit sharing, (C) incentive compensationincentive, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment similar Contract for the benefit of any of its directors, officers, and employees, consultants or modified stockholders (or terminated taken any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plansaction with respect to any other Employee Benefit Plan);
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xviit) the Company has not made or pledged to make any charitable or other capital contribution involving more than $100,000 (individually or in the aggregate) or, in the case of capital contributions, outside the Ordinary Course of Business. All such pledges for charitable contribution are either reflected as a Liability on the Interim Balance Sheet or will be paid and satisfied in full on or prior to the Closing;
(xviiiu) there has not been any other material occurrence, event, incident, action, failure to act, or transaction with respect to the Company involving more than $75,000 (individually or in the aggregate) or outside the Ordinary Course of Business involving the CompanyBusiness;
(xixv) the Company has not altered its credit and collection policies made any payment on any Liabilities, indebtedness (including trade payables) or its accounting policiesother obligations owed to any Seller Party or any of their respective Affiliates outside the Ordinary Course of Business;
(xxw) the Company has not materially altered the programmingmade any change in its accounting practice, format policies or call letters of the Stations procedures, made any adjustment to its books and records, or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM)recharacterized any assets or Liabilities;
(xxix) the Company has not applied made, changed or rescinded any election in respect of Taxes (other than the Company electing to be a Qualified Subchapter S Subsidiary of Seller pursuant to the FCC for Reorganization and converting to be a limited liability company pursuant to the Conversion), adopted or changed any modification accounting method in respect of Taxes, filed any amendment to a Tax Return or filed any Tax Return which has not been prepared in accordance with past practice, entered into any closing agreement, settled any claim or assessment in respect of Taxes, consented to any extension or waiver of the FCC Licenses limitation period applicable to any claim or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations assessment in compliance therewith and with all FCC rules and regulations;respect of Taxes; and
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiiiy) the Company has not issued, sold, or otherwise disposed of entered into any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxvi) the Company has not committed Contract committing it to any of the foregoing.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Mistras Group, Inc.)
Subsequent Events. Since January 1, 19972019: (a) each of the Company and its Subsidiaries has conducted its businesses in the Ordinary Course of Business consistent with past practice, except for the negotiation, execution, delivery and performance of this Agreement and the Documents, (b) there has not occurred any event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Change on the Company or its Subsidiaries, and (c) none of the Company or its Subsidiaries has:
(i) issued, sold, transferred, disposed of, acquired, redeemed, granted options or rights to purchase, rights of first refusal or subscription rights, or sold any securities of the Company or its Subsidiaries (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests or securities with profit participation features) or permitted any reclassifications of any securities of the Company or any of its Subsidiaries, except as set forth in Section 4(e) of the Disclosure Schedules, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date:
(i) the Company has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Businesson Schedule 6.5;
(ii) the Company has not entered into amended or modified its Fundamental Documents in any contractmanner, leaseexcept for amendments to its Certificate of Incorporation on July 12, sublease2019 and September 24, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business2019;
(iii) no party has accelerateddeclared, terminated, modified, paid or cancelled otherwise set aside for payment any contract, lease, sublease, license, non-cash dividend or sublicense (other non-cash distribution with respect to the Transferred Shares or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is boundany other equity securities;
(iv) no Security Interest has been imposed upon merged or consolidated with, or acquired all or substantially all the assets of, or otherwise acquired, any of the Company's assetsbusiness, tangible business organization or intangibledivision thereof, or any other Person;
(v) sold, leased, licensed, sublicensed, assigned, transferred or became subject to any Lien (other than Permitted Liens) or otherwise disposed of any assets other than (i) the Company has not made any capital expenditure sale and/or licensing of inventory (including tests and content) and damaged or series obsolete or excess equipment; (ii) the settlement of related capital expendituresaccounts receivable; and (iii) outside the sale of goods, in each case in the Ordinary Course of Business;
(vi) canceled any material debts or claims, or suffered any material loss or waived any rights of material value (in each case outside of the Company has not ordinary course of business consistent with past practice);
(vii) made any capital investment in, any loan loans or advances to, or guaranties of loan or advances for the benefit of, any acquisition Person;
(viii) settled or compromised any material Proceeding;
(ix) (A) entered into any new, or amended or terminated (other than for cause) any Material Employee Agreement; (B) granted any material increases in the compensation perquisites or benefits to current or former officers, directors, employees or consultants, other than normal increases in the ordinary course of business to the extent consistent with the past practice of the Company; or (C) agreed to grant or granted any equity-related, cash-based, performance or similar awards or bonuses or any other award that, at the option of the grantee, is to be settled in securities of the Company or assets any of its Subsidiaries;
(x) (A) adopted, amended or terminated any Employee Benefit Plan (other than as required by applicable Law) or adopted or entered into any new Employee Benefit Plan or materially increased the benefits provided under any Employee Benefit Plan (other than increases incurred in the ordinary course of business to the extent consistent with past practice), or promised or committed to undertake any of the foregoing in the future; or (B) entered into, amended or extended any collective bargaining or other labor agreement;
(xi) delayed or postponed the payment of accounts payable or other Liabilities or otherwise conducted its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to purchases of supplies, repairs and maintenance, levels of capital expenditures and operation of cash management practices generally);
(xii) accelerated or caused the acceleration of the collection or receipt of any accounts receivable or the realization of other person current assets or otherwise conduct its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to pricing and credit practices and operation of cash management practices generally);
(xiii) engaged in any promotional sales or series material discount or other activity with customers outside of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(viixiv) the Company has not created, incurred, assumed, abandoned or guaranteed permitted to lapse any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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 Owned Intellectual Property;
(xixv) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside with or for the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms benefit of any existing such contract or agreement;
(xiv) Affiliate other than the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (howevertransactions contemplated by this Agreement, the employees of WJOD-FM other Documents and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans)transactions contemplated herein and therein;
(xvi) made or changed any material Tax election, settled or compromised any material Tax claim or Tax Proceeding, consented to any waiver of the Company has not made statute of limitations period applicable to any other change in employment terms for any of its directors, officersTax claim or Tax Proceeding, and employeesentered into any closing agreement with respect to material Taxes;
(xvii) terminated the Company has not made coverage of any insurance policies, or pledged failed to make any charitable or other capital contribution outside maintain insurance upon all its material assets and properties in such amounts and of such kinds comparable to that in effect as of the Ordinary Course of Businessdate hereof;
(xviii) there has not been made any change in accounting practices or policies other material occurrence, event, incident, action, failure to act, than as required by applicable Law or transaction outside the Ordinary Course of Business involving the Company;GAAP; or
(xix) authorized, or committed or agreed to take, any of the foregoing actions that would affect the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, Subsidiaries or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change be in effect from and after the market share or Cash flow of the Stations; and
(xxvi) the Company has not committed to any of the foregoingClosing.
Appears in 1 contract
Subsequent Events. Since January 1December 31, 19972022, except for matters specifically relating to the transactions contemplated by this Agreement or as set forth listed on Schedule 4(f), Seller has operated the Business in Section 4(e) the Ordinary Course of the Disclosure Schedules, Business and there has not been any material adverse change Material Adverse Effect in the assets, Liabilities, business, financial condition, operations, operations or results of operations, or future prospects operations of the Company Business. Since December 31, 2022, except for matters specifically relating to the transactions contemplated by this Agreement or as set forth on Schedule 4(f), Seller has not done any of the following (in each case, solely with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date:Business and/or Acquired Assets):
(i) no party (including Seller) has accelerated, terminated, modified or canceled any Material Contract to which Seller is a party or by which Seller is bound, or which is otherwise material to Seller or the Company Business and, to the Knowledge of Seller, no party intends to take any such action;
(ii) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to any of its assets or property;
(iii) intentionally omitted;
(iv) Intentionally omitted;
(v) Intentionally omitted;
(vi) Seller has not incurred any Liens (other than Permitted Liens arising in the Ordinary Course of Business) upon any of its assets;
(vii) Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(iiviii) the Company Seller has not entered merged into any contractor with, leaseconsolidated with, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) 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 of, any other person Person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(viiix) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and any material amount of Accounts Payable or commissions or any other LiabilitiesLiability or agreed or negotiated with any Person to extend the payment date of any material amount of Accounts Payable or commissions or any other Liability;
(ixx) the Company Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business;
(xxi) Seller has not accelerated the Company collection or receipt of, or discounted, a material amount of Account Receivables outside the Ordinary Course of Business;
(xii) Seller has not paid any fee, interest, royalty or any other payment of any kind to, or entered into any transactions or other agreements with, any employee of Seller or any Affiliate of Seller (other than the payment of salary, bonuses and expense reimbursement in the Ordinary Course of Business);
(xiii) intentionally omitted;
(xiv) Seller has not entered into, adopted, materially amended or terminated any Employee Benefit Plan;
(xv) Seller has not entered into any employment, severance, retention or similar contract (other than at will employment agreements in the Ordinary Course of Business) or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement;
(xvi) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any Property of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employeesSeller;
(xvii) the Company Seller has not made written down or pledged to make written up the value of any charitable asset or other capital contribution outside investment on Seller’s books or records, except for depreciation and amortization taken in the Ordinary Course of Business;
(xviii) Seller has not made or changed any Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax refund, offset or other reduction in Tax Liability, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment or took or omitted to take any other action related to Taxes;
(xix) Seller has not settled or been subject to any investigation, claim or litigation, or filed any motions, orders, briefs or settlement agreements in any Proceeding before any Governmental or Licensing Authority or any arbitrator;
(xx) Seller has not adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization;
(xxi) there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulationsBusiness;
(xxii) there Seller has been no change made not changed the accounting methods, principles or authorized in the charter practices utilized by Seller, except as required by GAAP or bylaws of the Company;applicable Law; and
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxvi) the Company Seller has not committed to do or to facilitate any of the foregoing.
Appears in 1 contract
Subsequent Events. Since January 1, 19972019: (a) each of the Company and its Subsidiaries has conducted its businesses in the Ordinary Course of Business consistent with past practice, except as set forth in Section 4(efor the negotiation, execution, delivery and performance of this Agreement and the Documents, (b) of the Disclosure Schedules, there has not been occurred any material adverse change event that, individually or in the assetsaggregate, Liabilitieshas had or would reasonably be expected to have a Material Adverse Change on the Company or its Subsidiaries, business, financial condition, operations, results of operations, or future prospects and (c) none of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that dateor its Subsidiaries has:
(i) the Company has not issued, sold, leased, transferred, disposed of, acquired, redeemed, granted options or assigned rights to purchase, rights of first refusal or subscription rights, or sold any securities of the Company or its Subsidiaries (or securities convertible into or exchangeable for capital stock, voting securities or other ownership interests or securities with profit participation features) or permitted any reclassifications of any securities of the Company or any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessSubsidiaries;
(ii) the Company has not entered into amended or modified its Fundamental Documents in any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Businessmanner;
(iii) no party has accelerateddeclared, terminated, modified, paid or cancelled otherwise set aside for payment any contract, lease, sublease, license, non-cash dividend or sublicense (other non-cash distribution with respect to the Shares or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is boundany other equity securities;
(iv) no Security Interest has been imposed upon merged or consolidated with, or acquired all or substantially all the assets of, or otherwise acquired, any of the Company's assetsbusiness, tangible business organization or intangibledivision thereof, or any other Person;
(v) sold, leased, licensed, sublicensed, assigned, transferred or became subject to any Lien (other than Permitted Liens) or otherwise disposed of any assets other than (i) the Company has not made any capital expenditure sale and/or licensing of inventory (including tests and content) and damaged or series obsolete or excess equipment; (ii) the settlement of related capital expendituresaccounts receivable; and (iii) outside the sale of goods, in each case in the Ordinary Course of Business;
(vi) canceled any material debts or claims, or suffered any material loss or waived any rights of material value (in each case outside of the Company has not ordinary course of business consistent with past practice);
(vii) made any capital investment in, any loan loans or advances to, or guaranties of loan or advances for the benefit of, any acquisition Person;
(viii) settled or compromised any material Proceeding;
(ix) (A) entered into any new, or amended or terminated (other than for cause) any Material Employee Agreement; (B) granted any material increases in the compensation perquisites or benefits to current or former officers, directors, employees or consultants, other than normal increases in the ordinary course of business to the extent consistent with the past practice of the Company; or (C) agreed to grant or granted any equity-related, cash-based, performance or similar awards or bonuses or any other award that, at the option of the grantee, is to be settled in securities of the Company or assets any of its Subsidiaries;
(x) (A) adopted, amended or terminated any Employee Benefit Plan (other than as required by applicable Law) or adopted or entered into any new Employee Benefit Plan or materially increased the benefits provided under any Employee Benefit Plan (other than increases incurred in the ordinary course of business to the extent consistent with past practice), or promised or committed to undertake any of the foregoing in the future; or (B) entered into, amended or extended any collective bargaining or other labor agreement;
(xi) delayed or postponed the payment of accounts payable or other Liabilities or otherwise conducted its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to purchases of supplies, repairs and maintenance, levels of capital expenditures and operation of cash management practices generally);
(xii) accelerated or caused the acceleration of the collection or receipt of any accounts receivable or the realization of other person current assets or otherwise conduct its cash management customs and practices other than in the ordinary course of business consistent with past practice (including with respect to pricing and credit practices and operation of cash management practices generally);
(xiii) engaged in any promotional sales or series material discount or other activity with customers outside of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(viixiv) the Company has not created, incurred, assumed, abandoned or guaranteed permitted to lapse any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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 Owned Intellectual Property;
(xixv) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside with or for the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms benefit of any existing such contract or agreement;
(xiv) Affiliate other than the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (howevertransactions contemplated by this Agreement, the employees of WJOD-FM other Documents and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans)transactions contemplated herein and therein;
(xvi) made or changed any material Tax election, settled or compromised any material Tax claim or Tax Proceeding, consented to any waiver of the Company has not made statute of limitations period applicable to any other change in employment terms for any of its directors, officersTax claim or Tax Proceeding, and employeesentered into any closing agreement with respect to material Taxes;
(xvii) terminated the Company has not made coverage of any insurance policies, or pledged failed to make any charitable or other capital contribution outside maintain insurance upon all its material assets and properties in such amounts and of such kinds comparable to that in effect as of the Ordinary Course of Businessdate hereof;
(xviii) there has not been made any change in accounting practices or policies other material occurrence, event, incident, action, failure to act, than as required by applicable Law or transaction outside the Ordinary Course of Business involving the Company;GAAP; or
(xix) authorized, or committed or agreed to take, any of the foregoing actions that would affect the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, Subsidiaries or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change be in effect from and after the market share or Cash flow of the Stations; and
(xxvi) the Company has not committed to any of the foregoingClosing.
Appears in 1 contract
Subsequent Events. Since January 1, 1997, except Except as set forth in Section 4(e) of the Disclosure Scheduleson Schedule 3.9, there has not been any material adverse change in the assetssince year ended January 15, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that date:
1996: (i) the Company Seller has not sold, leased, transferred, transferred or assigned any assets of its material assetsthe Business, tangible or intangible, other than for a fair consideration except in the Ordinary Course of Business;
Course; (ii) the Company Seller has not entered into any agreement, contract, lease, sublease, license, lease or sublicense license (or series of related agreements, contracts, leases, subleases, leases and licenses, and sublicenses) involving more than $2,500 or outside the Ordinary Course of Business;
Course; (iii) no third party has accelerated, terminated, modifiedmodified or canceled any material agreement, or cancelled any contract, lease, sublease, license, lease or sublicense license (or series of related agreements, contracts, leases, subleases, leases and licenses, and sublicenses) involving more than $5,000 relating to which Seller or the Company is a party or by which it is bound;
Business; (iv) no Security Interest Seller has been not imposed or permitted the imposition of any Encumbrance upon any assets of the Company's assetsBusiness, tangible or intangible;
; (v) the Company has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business;
(vi) the Company Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of of, any other person Person (or series of related capital investments, loans, and loans or acquisitions); (vi) outside the Ordinary Course of Business;
(vii) the Company Seller has not issued any note, bond or other debt security or created, incurred, assumed, assumed or guaranteed any indebtedness (including for borrowed money or capitalized lease obligations; (vii) outside the Ordinary Course of Business;
(viii) the Company Seller has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
Liabilities outside the Ordinary Course; (ixviii) the Company Seller has not cancelledcanceled, compromised, waived, waived or released any right or claim (or series of related rights and claims) involving more than $1,000 or outside the Ordinary Course of Business;
Course; (xix) the Company Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) the Company has not experienced any damage, destruction, Property used or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business useful in the base compensation of any of its directors, officers, and employees;
Business; (xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviiix) there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course of Business involving the Company;
Seller except that is generally known by other NRTC members and affiliates; and (xixxi) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxvi) the Company Seller has not committed to any of the foregoing. Since the year ended January 15, 1996, there has been no material adverse change in, and to the best knowledge of Seller and Shareholders, no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the operations, assets, prospects or condition (financial or otherwise) of Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Pegasus Communications Corp)
Subsequent Events. Since January 1August 31, 19971999, except as set forth in Section 4(e) each of the Disclosure Schedules, Company and the Subsidiaries has operated its business in the Ordinary Course of Business and there has not been any material adverse change in the assets, Liabilities, business, Business or the financial condition, operations, results of operations, or future prospects condition of the Company with respect to and the operation of the StationsSubsidiaries taken as a whole. Without limiting the generality of the foregoing foregoing, since that date and with respect to the operation except as set forth in Section 3.9 of the Stations since that dateDisclosure Schedule:
(ia) none of the Company and the Subsidiaries has not sold, leased, transferred, or assigned any of its material assets, tangible or intangibleintangible (including Intellectual Property), other than for a fair consideration in outside the Ordinary Course of BusinessBusiness except for the Distributions and Restructuring, the distributions pursuant to Section 2.3 hereof and the transactions to be implemented pursuant to Section 5.9 hereof;
(iib) none of the Company and the Subsidiaries has not entered into any material agreement, contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) license outside the Ordinary Course of Business;
(iiic) no party (including any of the Company or the Subsidiaries or the Seller or API with respect to the Business) has accelerated, terminated, modifiedmade material modifications to, or cancelled canceled any material agreement, contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 license to which any of the Company and the Subsidiaries is a party or by which it any of them is bound;
(ivd) no none of the Company and the Subsidiaries has imposed or suffered to exist any Security Interest has been imposed upon any of the Company's its material assets, tangible or intangible;
(ve) none of the Company and the Subsidiaries has not made any capital expenditure expenditures in excess of $75,000;
(f) none of the Company and the Subsidiaries has made any material capital investment in, or series of related capital expenditures) any material loan to, any other Person outside the Ordinary Course of Business;
(vig) the Company has not made any capital investment in, any loan to, or any acquisition of and the securities or assets of any other person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business;
(vii) the Company has Subsidiaries have not created, incurred, assumed, or guaranteed any more than $75,000 in aggregate indebtedness (including for borrowed money and capitalized lease obligations) outside the Ordinary Course of Business;
(viiih) none of the Company and the Subsidiaries has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilitiesgranted any material Intellectual Property License;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stations;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxiii) there has been no change made or authorized in the charter or bylaws of any of the CompanyCompany and the Subsidiaries;
(xxiiij) none of the Company or the Subsidiaries has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion conversion, exchange, or exercise) any of its capital stock;
(xxivk) except for the Distributions and Restructuring and as provided in Section 2.3 and Section 5.9 hereof, none of the Company or the Subsidiaries has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxvl) none of the Company and the Subsidiaries has experienced any material, damage, destruction, or loss (whether or not covered by insurance) to its property;
(m) none of the Company and the Subsidiaries has made any loan to, or entered into any other transaction with, any of its (i) employees outside the Ordinary Course of Business or (ii) directors or officers;
(n) none of API or the Seller with respect to the Business nor the Company, the Subsidiaries or any ERISA Affiliate has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement with any employee of the Company or its Subsidiaries, outside the Ordinary Course of Business;
(o) none of API or the Seller with respect to the Business nor the Company or any ERISA Affiliate has granted any increase in the base compensation or made any other material change in employment terms of any of the directors, officers, and employees of the Company and its Subsidiaries outside the Ordinary Course of Business;
(p) none of API or the Seller with respect to the Business nor the Company or any ERISA Affiliate has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees of the Company and its Subsidiaries (or taken any such action with respect to any other Employee Benefit Plan);
(q) there has been no commencement of any claim, cause of action, investigation or proceeding against or with respect to the Company, the Subsidiaries or the Business;
(r) there has not been any sale, assignment, lease or other transfer of any properties, Intellectual Property or assets of the Company or the Subsidiaries, other than in the Ordinary Course of Business;
(s) there has not been any change by the Company or the Subsidiaries in accounting principles, practices or methods, except for any change required by reason of a change in GAAP;
(t) to the Knowledge of API, there has not been any statute, rule, or regulation adopted which materially adversely affects the Company, the Subsidiaries or the Business;
(u) there has not been any revaluation by the Company or the Subsidiaries of any of its respective assets, including, without limitation, write-offs of accounts receivable, other than in the Ordinary Course of Business;
(v) there has not been any strike or work stoppage or slowdown or loss of employees or customers;
(w) there has not been any forgiveness or cancellation of any debts or claims or terminated or waived any material rights of value to the Business;
(x) there has not been any loss, nor has the Seller, the Company or the Subsidiaries become aware of any prospective loss, of any management or other key personnel (including, without limitation, any such loss as a result, or in anticipation, of the consummation of the transactions contemplated by this Agreement);
(y) there has been no grant of any severance or termination pay to any director, executive officer or key employee of the Company or the Subsidiaries;
(z) there has not been any material adverse change in the market share financial or Cash flow other condition, commitments, assets, liabilities or earnings of the StationsCompany, the Subsidiaries or the Business; and
(xxviaa) none of the Company and the Subsidiaries has not committed to any of the foregoing.
Appears in 1 contract
Subsequent Events. Since January 1, 1997, except as set forth in Section 4(e) the date of the Disclosure SchedulesMost Recent Balance Sheet, there has not been any material adverse change in the business, assets, Liabilitiesliabilities, business, condition (financial conditionor otherwise), operations, results operating results, prospects, customer relations or supplier relations of operations, or future prospects Ibis and Ibis has and Isis has caused Ibis to conduct the Business in the ordinary course. Since the date of the Company with respect to the operation of the Stations. Without limiting the generality of the foregoing and with respect to the operation of the Stations since that dateMost Recent Balance Sheet:
(i) the Company Ibis has not sold, leased, transferred, or assigned any of its material assetsassets to a third party, tangible or intangible, other than for a fair consideration inventory in the Ordinary Course ordinary course of Businessbusiness;
(ii) the Company has not entered into any contract, lease, sublease, license, No party (including Ibis or sublicense (or series of related contracts, leases, subleases, licenses, and sublicensesIsis) outside the Ordinary Course of Business;
(iii) no party has accelerated, terminated, modified, or cancelled canceled any contract, lease, sublease, license, or sublicense material Contract (or series of related contracts, leases, subleases, licenses, and sublicensesContracts) involving more than $5,000 to which the Company Ibis is or was a party or by which it the Business is or was bound;
(iii) Ibis has made capital expenditures consistent with its normal course of operations;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) 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) outside the Ordinary Course of Business;
(vii) the Company has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) outside the Ordinary Course of Business;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) 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;
(xi) the Company Ibis has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting over $50,000 in the FCC Licenses or the Stationsaggregate;
(xiiv) the Company Ibis has not made granted any loan increase in the base compensation of any employee, except in the ordinary course of business (including as to amount) or any bonus to, any employee, other than in the ordinary course of business;
(vi) Ibis has not amended, modified, or terminated any Plan (except as specified in Section 8.11(d));
(vii) Ibis has not entered into any other transaction with, with any of its directors, officers, and employees outside or Affiliates, except for transactions with its employees in the Ordinary Course ordinary course of Business giving rise to any claim or right on its part against the person or on the part of the person against itbusiness;
(xiiiviii) the Company Neither Ibis nor Isis has not entered into licensed, sublicensed, allowed any employment contractEncumbrance to exist on, consulting contract or severance agreement or collective bargaining agreement, written or oralabandoned, or modified the terms of permitted to lapse any existing such contract or agreement;
(xiv) the Company has not granted any increase outside the Ordinary Course of Business IP or, except in the base compensation ordinary course of business, disclosed any Confidential Information of its directors, officers, Ibis or the Business to any Person (other than AMI and employees;
(xv) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plansAMI’s Representatives);
(xviix) the Company Ibis has not made any other a change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
(xviii) there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stationsmethods; and
(xxvix) the Company Ibis has not committed in any binding manner to any of the foregoing.
Appears in 1 contract
Sources: Stock Purchase Agreement (Isis Pharmaceuticals Inc)
Subsequent Events. Since January 1, 1997, except as set forth in Section 4(e) of the Disclosure Schedules, Most Recent Fiscal Year End there has not have been any material adverse change no changes in the assets, Liabilities, businesscondition or affairs, financial conditionor otherwise, operations, results of operations, or future prospects of the Company with respect that have individually or in the aggregate resulted in or are reasonably likely to the operation of the Stationsresult in a Material Adverse Effect. Without limiting the generality foregoing, since that date and except as otherwise set forth on Section 2.8 of the foregoing and with respect to the operation of the Stations since that dateCompany Disclosure Schedule:
(ia) the Company has not sold, leased, transferred, licensed, sublicensed or assigned any of its material assets, tangible or intangible, including the Intellectual Property, other than for a fair consideration in the Ordinary Course ordinary course of Businessbusiness;
(iib) the Company has not entered into any material agreement, contract, lease, sublease, license, lease or sublicense license (or series of related agreements, contracts, leases, subleases, leases and licenses, and sublicenses) outside the Ordinary Course ordinary course of Businessbusiness;
(iiic) no party (including the Company) has accelerated, terminated, modified, terminated or cancelled prior to the scheduled expiration or terminate date any agreement, contract, lease, sublease, license, lease or sublicense license (or series of related agreements, contracts, leases, subleases, leases and licenses, and sublicenses) involving more than $5,000 50,000 to which the Company is a party or by which it the Company is bound;
(ivd) no Security Interest the Company has been not imposed, or had imposed against it, any Lien (other than Permitted Liens) upon any of the Company's its assets, tangible or intangible, including the Software;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business;
(vie) the Company has not made any capital investment in, any loan to, to or any acquisition of the securities or assets of of, any other person (or series of related capital investments, loans, loans and acquisitions) outside the Ordinary Course ordinary course of Businessbusiness;
(viif) the Company has not issued any note, bond or other debt security or created, incurred, assumed, assumed or guaranteed any indebtedness (including for borrowed money or capitalized lease obligations) outside the Ordinary Course of Businessobligation;
(viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ixg) the Company has not cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the Ordinary Course ordinary course of Businessbusiness;
(xh) there has been no change made or authorized in the certificate of incorporation or bylaws of the Company;
(i) the Company has not granted declared, set aside or paid any license dividend or sublicense made any distribution with respect to its equity securities (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its equity securities;
(j) the Company has not made any loan to or received a loan from any of its Affiliates, directors, officers, managers and employees;
(k) the Company has not modified the terms of any rights under employment contract (other than any at-will employment contract) or collective bargaining agreement to which it is a party and has not made any other material change in employment terms for any of its directors, officers, managers and employees;
(l) the Company has not adopted or terminated any material Employee Benefit Plan or any bonus, profit-sharing, incentive, severance or other plan contract or commitment for the benefit of any of its directors, officers, employees and consultants (or taken any such action with respect to any Intellectual Propertyother Employee Benefit Plan);
(xim) the Company has not experienced any material damage, destruction, destruction or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stationsproperty;
(xii) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against it;
(xiii) the Company has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xivn) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, managers and employeesemployees outside the ordinary course of business;
(xvo) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvi) the Company has not made any other change in employment terms for any of its directors, officers, and employees;
(xvii) the Company has not made or pledged committed to make any charitable or other capital contribution outside the Ordinary Course in excess of Business$5,000;
(xviiip) there has not been any other material occurrence, event, incident, action, failure to act, act or transaction outside the Ordinary Course ordinary course of Business business involving the Company;
(xix) the Company has not altered its credit and collection policies or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters of the Stations or their promotional and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification of the FCC Licenses or failed to take any action necessary to preserve the FCC Licenses and has operated the Stations in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws of the Company;
(xxiii) the Company has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share or Cash flow of the Stations; and
(xxviq) the Company has not committed to do any of the foregoingitems described in this Section 2.8.
Appears in 1 contract
Subsequent Events. Since January 1, 1997, except Except as set forth in Section 4(e) of Disclosure Schedule 4.6, since the Disclosure SchedulesMost Recent Fiscal Month End, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, or results of operations, or future prospects operations of the Company with respect to the operation of the StationsSeller. Without limiting the generality of the foregoing and with respect to the operation of the Stations foregoing, since that date:
(ia) the Company Seller has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(ii) the Company has not entered into any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) outside the Ordinary Course of Business;
(iiib) no party Seller has acceleratednot entered into any agreement, terminated, modified, or cancelled any contract, lease, sublease, license, or sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $5,000 to which the Company is a party or by which it is bound;
(iv) no Security Interest has been imposed upon any of the Company's assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) license outside the Ordinary Course of Business;
(vic) the Company Seller has not accelerated, terminated, made material modifications to, or canceled any agreement, contract, lease, or license involving more than $50,000 to which either ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Sales is a party;
(d) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible;
(e) Seller 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) expenditures outside the Ordinary Course of Business;
(viif) Seller has not made any equity investment in any other Person and has not made any loan to any other Person outside the Company Ordinary Course of Business;
(g) Seller has not created, incurred, assumed, or guaranteed any more than $50,000 in aggregate indebtedness (including for borrowed money and capitalized lease obligations) outside obligations and all of such obligations will be reflected on the Ordinary Course of BusinessClosing Statement if outstanding at Closing;
(viiih) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business;
(x) the Company Seller has not granted any license or sublicense of any material rights under or with respect to any Intellectual Property;
(xii) there has been no material change made or authorized in the Company charter, certificate of incorporation or articles of incorporation, as applicable, or bylaws of ▇▇▇▇▇▇ or ▇▇▇▇▇▇ Sales;
(j) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property or any action adversely affecting the FCC Licenses or the Stationsproperties;
(xiik) the Company Seller has not has made any loan toto any of its or ▇▇▇▇▇▇'▇ directors or officers, or to employees in an amount above $5,000, or entered into any other transaction with, with any of its or ▇▇▇▇▇▇'▇ directors, officers, officer and employees outside the Ordinary Course of Business giving rise to any claim or right on its part against the person or on the part of the person against itwhich will be binding upon Buyer;
(xiiil) the Company Seller has not entered into any employment contract, consulting contract or severance agreement or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xivm) the Company Seller has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directorsemployees outside the Ordinary Course of Business and a listing, officersby employee and amount, and employeesof all such increases within the Ordinary Course of Business has been provided by Buyer;
(xvn) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, or commitment for any of its directors, officers, and employees, or modified or terminated any existing such plan, contract, or commitment (however, the employees of WJOD-FM and KXGE-FM, both of which have been recently acquired by the Company, have become participants in all of the Company's benefit plans);
(xvi) the Company Seller has not made any other material change in employment terms for any of its directors, officers, and employeesemployees outside the Ordinary Course of Business for which Buyer may become responsible;
(xviio) the Company Seller has not made unreasonably delayed or pledged accelerated the payment of any liability, including but not limited to, any vendor payables and has continued to make pay all such liabilities in the Ordinary Course of Business;
(p) Seller has not cancelled, compromised, waived or released any charitable right or other capital contribution claims, or requested any customer to accelerate the payment of any Accounts Receivable outside the Ordinary Course of Business or granted to any customer any extension of time for the payment of any Accounts Receivable outside the Ordinary Course of Business;
(xviiiq) there Seller has not been received any notice that any supplier or customer of the Seller has taken or contemplates any steps intended to disrupt the business relationship of Seller with such supplier or customer, and to the Knowledge of Seller, none of such customers has entered into agreements or expressed any intention to enter into agreements with other material occurrence, event, incident, action, failure to act, or transaction outside suppliers for the Ordinary Course of Business involving the Companygoods sold by Seller;
(xixr) the Company Seller has not altered its credit and collection policies made any purchase commitments for merchandise or its accounting policies;
(xx) the Company has not materially altered the programming, format or call letters other products in excess of the Stations or their promotional normal, ordinary and marketing activities (other than the call letter change by former KGGY-FM to KXGE-FM);
(xxi) the Company has not applied to the FCC for any modification usual requirements of the FCC Licenses Gift Business or failed to take at any action necessary to preserve the FCC Licenses and has operated the Stations price in compliance therewith and with all FCC rules and regulations;
(xxii) there has been no change made or authorized in the charter or bylaws excess of the Company;
(xxiii) the Company has not issued, soldthen market price or upon terms and conditions more onerous than those usual and customary for Seller, or otherwise disposed of made any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock;
(xxiv) the Company has not declared, set aside, or paid any dividend or distribution with respect to its capital stock or redeemed, purchased, or otherwise acquired any of its capital stock;
(xxv) there has been no material adverse change in the market share Seller's selling, pricing, advertising or Cash flow of the Stations; and
(xxvi) the Company has not committed to any of the foregoingpersonnel practices inconsistent with its prior practices.
Appears in 1 contract