As of the Effective Time, there has not been, occurred or arisen any: (a) amendments or changes to the Articles of Organization or Bylaws of Zap Santa Cruz as listed in Exhibit B; (b) destruction of, damage to or loss of any material assets listed in Schedule 2.7; (c) split, combination or reclassification of any Zap Santa Cruz Capital Stock; (d) sale, lease, license or other disposition of any of