Absence of Certain Changes Sample Clauses

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

Absence of Certain Changes. Since September 30, 2019, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Certain Changes. Since September 30, 2021, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Certain Changes. From December 31, 1997 until the date hereof, (a) there has not occurred any event, change or development which has had or would be reasonably likely to have a Company Material Adverse Effect and (b) except as disclosed in the Company SEC Documents or Section 2.8 of the Company Disclosure Schedule, and except for the performance of this Agreement and the transactions contemplated hereby, the Company and its Subsidiaries have: (i) conducted its business and operations only in the ordinary course of business consistent with past practices; (ii) used reasonable efforts to preserve intact the business organizations, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its officers and employees; (iii) used reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (iv) not amended or modified its articles of association, certificate of incorporation, by-laws or comparable governing documents; (v) not authorized for issuance, issued, sold, granted, delivered, pledged or encumbered or agreed or committed to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and 7 any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect and (ii) pursuant to conversion of the TOPrS); (vi) except for conversion of the TOPrS in accordance with their terms, (i) split, combined or reclassified any shares of its capital stock or issued or authorized or proposed the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case ...

Absence of Certain Changes. There have been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Certain Changes. Except as otherwise set forth in the SEC Documents, the Company does not intend to change the business operations of the Company in any material way. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

Absence of Certain Changes. Since September 30, 1999, there has not -------------------------- been with respect to the Company: (a) any change in the financial condition, properties, assets, liabilities, business or operations thereof which change by itself or in conjunction with all other such changes, whether or not arising in the ordinary course of business, has had or will have a material adverse effect thereon; (b) any contingent liability incurred thereby as guarantor or otherwise with respect to the obligations of others; (c) any mortgage, encumbrance or Lien placed on any of the properties thereof; (d) any material obligation or liability incurred thereby other than obligations and liabilities incurred in the ordinary course of business in individual amounts less than $25,000; (e) any purchase or sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of the properties or assets thereof other than in the ordinary course of business in individual amounts less than $25,000; (f) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the properties, assets or business thereof; (g) any declaration, setting aside or payment of any dividend on, or the making of any other distribution in respect of, the capital stock thereof, any split, combination or recapitalization of the capital stock thereof or any direct or indirect redemption, purchase or other acquisition of the membership interests thereof; (h) any labor dispute or claim of unfair labor practices, any change in the compensation payable or to become payable to any of its officers, managers, employees or agents, or any bonus payment or arrangement made to or with any of such officers, managers, employees or agents; (i) any change with respect to the management, supervisory or other key personnel thereof; (j) any payment or discharge of a Lien or liability thereof which Lien was not either shown on the Balance Sheet or incurred in the ordinary course of business thereafter; (k) any obligation or liability incurred thereby to any of its officers, employees, directors or shareholders or any loans or advances made thereby to any of its officers, employees, directors or shareholders except normal compensation and expense allowances payable to officers and employees; (l) any amendment or change in the Articles of Association or other governance document of the Company; or (m) any change in the accounting policies or proced...

Absence of Certain Changes. Except as set forth in Schedule 5.12, from the date of the GRS Balance Sheet to the date of this Agreement, GRS has not: (a) suffered any material adverse change, whether or not caused by any deliberate act or omission of GRS or any stockholder of GRS, in its condition (financial or otherwise), operations, assets, liabilities, business or prospects; (b) contracted for the purchase of any capital assets having a cost in excess of $25,000 or paid any capital expenditures in excess of $25,000, except in the ordinary course of business consistent with past practice; (c) incurred any indebtedness for borrowed money or issued or sold any debt securities, except in the ordinary course of business consistent with past practice; (d) incurred or discharged any liabilities or obligations except in the ordinary course of business consistent with past practice; (e) paid any amount on any indebtedness prior to the due date, forgiven or canceled any debts or claims or released or waived any rights or claims, except in the ordinary course of business consistent with past practice; (f) mortgaged, pledged or subjected to any security interest, lien, lease or other charge or encumbrance any of its properties or assets, except in the ordinary course of business consistent with past practice; (g) suffered any damage or destruction to or loss of any of its assets (whether or not covered by insurance) that has materially adversely affected, or could materially adversely affect, its business; (h) acquired or disposed of any of its assets except in the ordinary course of business consistent with past practice; (i) written up or written down the carrying value of any of its assets, except in the ordinary course of business consistent with past practice; (j) changed any accounting principles methods or practices followed or changed the costing system or depreciation methods of accounting for its assets; (k) waived any material rights or forgiven any material claims; (l) lost, terminated or experienced any change in the relationship with any employee, customer, joint venture partner or supplier, which termination or change has materially and adversely affected, or could reasonably be expected to materially and adversely affect, its business or its assets; (m) increased the compensation of any director or officer; (n) increased the compensation of any employee except in the ordinary course of business consistent with past practice; (o) made any payments to or loaned any money to any p...

Absence of Certain Changes. Since September 30, 2012 or except as has been disclosed in a Specified SEC Report filed since September 30, 2012, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company stock option or stock purchase plans or executive and director arrangements disclosed in the Company Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract under which the Company or any Company Subsidiary is bound or subject, and (vii) to the knowledge of the Company, there has not been a material increase in the aggregate dollar amount of: (A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company’s or Bank’s financial statements with respect thereto. Except for the transactions contemplated by the Transaction Documents, no event, liability or development has occurred or exists with respect to the Company or any Company Subsidiary or their respective business, properties, operations or financial condition that would be required to be disclosed by the Company under applicable securities laws as of the time this representation is made that has not been publicly disclosed at least one trading day prior to the date as of which this representation is made.

Absence of Certain Changes. Except as set forth in Section 4.06 of the Disclosure Letter, since May 31, 2000, (a) the Company and its Subsidiaries have not suffered any Material Adverse Effect or any change, condition, event or development that could reasonably be expected to have a Material Adverse Effect, (b) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice, except for the negotiation and execution and delivery of this Agreement and (c) there has not been (i) any declaration, setting aside or payment of any dividend or other distribution in respect of the Shares or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock (except any obligation of the Company under the Stock Option Plans to accept Shares in connection with the exercise of Existing Stock Options, including in satisfaction of withholding tax obligations) or other securities in, or other ownership interests in, the Company or any of its Subsidiaries or any amendment (or agreement to amend) the terms of any such shares, securities or ownership interests), (ii) any entry into any employment, change in control, retention, incentive or deferred compensation or severance agreement, plan or arrangement with or for the benefit of, or any increase in the rate or modification in the terms (including any acceleration of the right to receive or the timing of payment) of any compensation payable or to become payable by the Company or any of its Subsidiaries to, any of their respective directors, officers or employees, except base salary, guaranteed draw or hourly wage increases to employees who are not members of the executive committee of the Company or directors of the Company that have been granted in the ordinary course of business in accordance with its customary past practices, (iii) any increase in the rate of compensation or benefits payable or accruing under, or, modification of the terms (including any acceleration of the right to receive payment) of, any existing Plan (as defined in Section 4.09) (except as disclosed in the Company SEC Reports) or any adoption or implementation of any new Plan, in any such case, for or with any such directors, officers or employees, (iv) any action by the Company which, if taken after the date hereof, would constitute a breach of any of the clauses of Section 6.01 hereof, (v) any change by the Company in accounting methods, prin...