Common use of Material Changes and Litigation Clause in Contracts

Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company.

Appears in 2 contracts

Samples: Rights Agreement (Touchstone Applied Science Associates Inc /Ny/), Voting Agreement (Touchstone Applied Science Associates Inc /Ny/)

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Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Edison Schools Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers Purchaser of any material adverse change in the business, prospects, assets or condition, financial or otherwise, condition of the Company and of any material litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee or principal equity holder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or financial condition (financial or otherwise) of the Company.

Appears in 1 contract

Samples: Rights Agreement (Biophan Technologies Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Qualified Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Equallogic Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, condition of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's ’s knowledge, threatened against the Company, or against any Founder (as defined in the Purchase Agreement), officer, director, or key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Phreesia, Inc.)

Material Changes and Litigation. The Company ------------------------------- shall will promptly notify the Purchasers and Prior Purchasers of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee or principal stockholder of the Company materially affecting or which, if adversely determined, would have a material adverse effect on the materially adversely affect its present or proposed business, prospectsproperties, assets or condition (financial or otherwise) of the Companytaken as a whole.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Evergreen Solar Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any the Founder or an officer, director, or key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the materially adversely affect its business, prospects, assets or condition (condition, financial or otherwise) of the Company.. 6.4

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Arrowpoint Communications Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any Founder, officer, director, or key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Ubiquitel Inc)

Material Changes and Litigation. The Company ------------------------------- shall will promptly notify ------------------------------- the Purchasers and Prior Purchasers of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee or principal stockholder of the Company materially affecting or which, if adversely determined, would have a material adverse effect on the materially adversely affect its present or proposed business, prospectsproperties, assets or condition (financial or otherwise) of the Companytaken as a whole.

Appears in 1 contract

Samples: Series C Preferred Stock Purchase Agreement (Proton Energy Systems Inc)

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Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any the Founders or an officer, director, or key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the materially adversely affect its business, prospects, assets or condition (condition, financial or otherwise) of the Company.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Sonus Networks Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly notify the Purchasers Purchaser of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Edison Schools Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly notify ------------------------------- the Purchasers Purchaser of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any Founder, officer, director, or key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the CompanyMaterial Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Macdougald Family Lp)

Material Changes and Litigation. The Company ------------------------------- shall will promptly notify the Purchasers of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company's knowledge, threatened against the Company, or against any officer, director, Key Employee or key employee principal stockholder of the Company Company, which materially affects or which, if adversely determined, would have a material adverse effect on the business, prospectsmaterially adversely affect its present or proposed business properties, assets or condition (financial or otherwise) of the Companytaken as a whole.

Appears in 1 contract

Samples: Purchase Agreement (Aspect Medical Systems Inc)

Material Changes and Litigation. The Company ------------------------------- shall promptly ------------------------------- notify the Purchasers of any material adverse change in the business, prospects, assets or condition, condition (financial or otherwise, ) of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company's knowledge, threatened against the Company, or against any officer, director, or key employee or principal stockholder of the Company which, if adversely determined, would have could be considered reasonably likely to result in a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Exhibit (C-Bridge Internet Solutions Inc)

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