Representations: changes

33 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   No Material Adverse Change

   To the best knowledge of the Company, since the date of the Financial Statements, the Company has conducted its business in the ordinary course, consistent with past practice, and there has been no (i) change that has had or would reasonably be expected to have a material adverse effect upon the assets or business or the financial condition or other operations of the Company; (ii) acquisition or disposition of any material asset by the Company or any contract or arrangement therefore, otherwise then for fair value in the ordinary course of business; (iii) material change in the Company’s accounting principles, practices or methods; (iv) incurrence of any material indebtedness or lending of money to any person or entity; (v) acceleration, termination, modification or cancellation of any agreement, contract, lease or license (or series of related agreements, contracts, leases or licenses) involving more than $10,000 to which the Company is a party; or (vi) delay or postponement in the payment of any accounts payable or other liabilities

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 5 agreements we hold

2. 02

   Absence of Changes

   Since the Balance Sheet Date, Seller has conducted the Business only in the ordinary course and the Business has not experienced any event or condition, and no event or condition is threatened, that, individually or in the aggregate has had or is reasonably likely to have, a Material Adverse Effect. Since the Balance Sheet Date, Seller has not taken any action that it would not be permitted to take without the consent of Purchaser after the date hereof pursuant to Section 6.1

   Datavault AI Inc. (DVLT) (CIK 0001682149) · filed 2025-04-18 · read the filing · this wording recurs in 3 agreements we hold

3. 03

   Absence of Certain Changes

   Except as set forth on Schedule 3.7 , since the Balance Sheet Date, (a) there has not been any event, occurrence or development that has had, individually or in the aggregate, a Material Adverse Effect, (b) the Sellers have conducted the Business in the Ordinary Course and (c) there has not been any: (a) material change in any method of accounting or accounting practice for the Business, except as required by U.S. GAAP or as disclosed in the notes to the Financial Statements or material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable (including any discount of any accounts receivable), establishment of reserves for uncollectible accounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; filing of any amended material Tax Return with respect to Taxes relating to the Purchased Assets or the Business; entrance into any Tax allocation agreement, Tax sharing agreement, or Tax indemnity agreement (in each case, (i) other than an agreement not primarily related to Taxes and (ii) which is related to the Purchased Assets) or closing agreement with a taxing authority with respect to Taxes relating to the Purchased Assets or the Business; (b) entry into any Contract that would constitute a Material Contract other than contracts with prices and margins within ten percent (10%) of the 2021 prices and margins; (c) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course; (d) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Financial Statements, except for the sale of inventory in the Ordinary Course; A- 17 (e) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets other than in the Ordinary Course; (f) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance; (g) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (h) material capital expenditures which would constitu […]

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Absence of Changes

   Other than as described on Section 5.7 of the Seller Disclosure Schedule, since January 1, 2024 (a) Seller has conducted its business and operated its properties and assets in the ordinary course of business consistent with past practice, and (b) Seller has not (i) experienced a Material Adverse Effect, (ii) suffered any theft or material damage, destruction or casualty loss to any Purchased Asset or any material portion of any Purchased Asset (whether or not covered by insurance), or any substantial destruction of its books and records, (iii) sold or transferred any portion of its assets or properties that would be material to the Business as a whole, except for sales of Inventory and transfers of cash in payment of trade payables, all in the ordinary course of business consistent with past practice, (iv) taken or agreed to take any action that, if taken without the consent of Buyer during the period from the date hereof until the Closing Date or earlier termination of this Agreement, would be prohibited by Section 7.1 , or (v) entered into any Contract to do any of the foregoing, or take any action or omission that would result in any of the foregoing

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   No Material Adverse Effect

   There shall not have occurred any event, condition or circumstance that, individually or in the aggregate, with or without the lapse of time, has had a Material Adverse Effect. A-28 Table of Contents 7.1.5 Closing Documents . Imara and Lundbeck shall have delivered to Cardurion each of the Ancillary Agreements to which it is a party

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Absence of Certain Changes

   Since December 31, 2020 (except (i) for the execution and delivery of this Agreement and (ii) as set forth in Schedule 4.7) Buyer has conducted its business in the ordinary course consistent with its prior practices and has not had any material and adverse effect or change in or upon its business or assets

   iCoreConnect Inc. (ICNP, ICCRW) (CIK 0001408057) · filed 2023-03-23 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Absence of Certain Changes

   Since the Balance Sheet Date, the Business has been conducted in the ordinary course of business consistent with past practice, and there has not been any event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Absence of Changes

   In the 12-month period prior to the date of this Agreement, (a) Seller and Seller Parent have operated the Business in the Ordinary Course of Business, (b) except as disclosed on Section 3.6 of the Disclosure Schedules , other than in the Ordinary Course of Business, none of Seller or Seller Parent has taken any action that would have required the consent of Buyer under Section 5.1 of this Agreement had such action or failure to act occurred between the date of the Agreement and the Closing and (c) no event, occurrence, fact, condition, change, effect or circumstance has occurred which, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect. A- 41 3.7 Customers, Tests, Payors; Suppliers and Supplies . (a) Section 3.7(a) of the Disclosure Schedules sets forth (1) a list of the top customers of the Business (which customers represent 80% of the sales of the Business) (“ Material Customers ”), and (2) a list of the top ten payors of the Business (by volume of sales from such payors) and an indication of whether they are in network or out-of-network, in each case for the 2021 and 2022 fiscal years, and for the six-month period ended January 31, 2023 (“ Material Payor ”). Section 3.7(a)(i) of the Disclosure Schedules accurately sets forth, with respect to each Material Customer, the information set forth in Annex 3.7(a)(i) with all fields accurately completed (such information, excluding the monthly test code order volume, the “ Client Setup Data ”). Neither Seller nor Seller Parent has received any written or, to the Knowledge of Seller, other notice from any Material Customer or Material Payor to the effect that it will, and to the Knowledge of Seller, no Material Customer or Material Payor intends to, cease doing business with or materially diminish the amount or terms (whether related to payment, price or otherwise) of the business that it is currently doing with Seller or Seller Parent with respect to the Business or, after the Closing Date, will be doing with Buyer (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Section 3.7(a)(ii) of the Disclosure Schedules accurately sets forth, with respect to each such Material Customer the client and patient pricing information of the Business in the form set forth on Annex 3.7(a)(ii) . Section 3.7(a)(iii) of the Discl […]

   ENZO BIOCHEM INC (ENZ) (CIK 0000316253) · filed 2023-04-13 · read the filing

9. 09

   Absence of Changes or Events

   Since December 31, 2024 and except as set forth in Section 3.8 of the MRCC Disclosure Schedules, (i) except as expressly permitted or required by or in connection with the execution and delivery of this Agreement and the consummation of the Transactions and the MCIP Transaction, the business of MRCC and its Consolidated Subsidiaries has been conducted in the ordinary course of business, (ii) there has not been any Effect that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to MRCC and (iii) there has not been any material action that, if it had been taken after the date hereof, would have required the consent of HRZN under Section 6.1 or 6.2 . 3.9 Compliance with Applicable Law; Permits . (a) Each of MRCC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to MRCC. MRCC has not received any written or, to MRCC’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to MRCC and its Consolidated Subsidiaries, taken as a whole. MRCC has operated in compliance with all listing standards of the Nasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to be material to MRCC and its Consolidated Subsidiaries, taken as a whole. MRCC is not subject to any “stop order” and is, and was, fully qualified to sell shares of MRCC Common Stock in each jurisdiction in which such shares were registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to MRCC. (b) MRCC is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exch […]

   Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) · filed 2025-09-08 · read the filing

10. 10

    Absence of Certain Changes

    Except as set forth in Schedule 4.5 , since December 31, 2022, there has not been: (a) a Material Adverse Effect other than a Material Adverse Effect resulting from (i) global, regional or local economic or business conditions; (ii) the industry of the Company; (ii) the ongoing impact of COVID-19 on the restaurant industry, and/or (iii) changes in applicable laws or regulations; (b) any contingent liability in excess of Ten Thousand Dollars ($10,000) incurred by the Company whether (i) by reason of an event, accident or occurrence or (ii) as guarantor, surety or otherwise with respect to the obligations of others; (c) any obligation or liability in excess of Ten Thousand Dollars ($10,000) incurred by the Company, including the obligation to perform services normally conducted by the Company, other than obligations and liabilities incurred in the Ordinary Course of Business; (d) any purchase, sale or other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of any of the services, properties or assets of the Company in the aggregate in excess of Ten Thousand Dollars ($10,000), except in the Ordinary Course of Business; (e) any damage, destruction or loss, in excess of Ten Thousand Dollars ($10,000) whether or not covered by insurance, affecting the Purchased Assets or the Business; (f) any pending or threatened labor disputes or strikes, labor union organizational activity, claim or threatened claim of unfair labor practices, or any change in relations with employees involving the Company which has had or would have a Material Adverse Effect; (g) any change in the compensation payable or to become payable to an employee of the Company who is not an Owner or any payment of a bonus to any employee who is not an Owner other than those made in the Ordinary Course of Business; (h) any material change in any of the procedures of the Company regarding discounts, rebates or credits granted to any customer other than in the normal and customary manner consistent with prior practice of the Company; (i) any settlement, compromise or agreement to settle or compromise any Action or proceeding relating to the Company; (j) any change by the Company in accounting methods, principles or practices; (k) any change by the Company in the amount of insurance coverage or change in insurance carriers; (l) any failure to operate the busines […]

    First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-01-08 · read the filing

11. 11

    Absence of Certain Changes, Events and Conditions

    Except as set forth on Schedule 4.14 , since January 1, 2024, the Business has been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d) . A-31 Sec […]

    NovaBay Pharmaceuticals, Inc. (NBY) (CIK 0001389545) · filed 2024-10-16 · read the filing

12. 12

    Absence of Changes

    Except as set forth on Section 3.6 of the Seller Disclosure Schedule, since January 1, 2025, (a) Sellers have conducted the Program Operations in the ordinary course of business, (b) there has not been any change, event or development or prospective change, event or development that, individually or in the aggregate, has had or is reasonably likely to have a Program Material Adverse Effect, and (c) Sellers have not undertaken any action that would require consent of Purchaser pursuant to Section 5.1 . -24- 3.7 Litigation . There are no, and in the past three years there have not been any (a) Legal Proceedings or (b) investigations by any Governmental Entity pending (or, to Sellers’ Knowledge, threatened in writing) against Sellers, any current or former director or officer of Sellers or, to Sellers’ Knowledge, against any employee or service provider of any Seller in such individual’s capacity as such, in each case (i) that are, or would reasonably be expected to be, individually or in the aggregate, material to Sellers, the Programs or the Purchased Assets or (ii) in any way affecting or arising out of the operation of the Programs or involving any of the Purchased Assets. There is no Action pending or, to Sellers’ Knowledge, threatened seeking to prevent, hinder, modify, delay or challenge the Contemplated Transactions. There is, and in the last three years has been, no outstanding Order, writ, judgment, injunction, decree, determination or award of, or pending or, to Sellers’ Knowledge, threatened investigation by, any Governmental Entity relating to the Purchased Assets or the Program Operations, the ownership or operation thereof or the Contemplated Transactions. Except as set forth in Section 3.7 of the Seller Disclosure Schedules, there is no Action by Sellers pending, or which any Seller intends to initiate, against any other Person in connection with the Purchased Assets

    Tempest Therapeutics, Inc. (TPST) (CIK 0001544227) · filed 2025-11-19 · read the filing