Common use of Material Changes and Litigation Clause in Contracts

Material Changes and Litigation. The Company shall promptly notify each 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, key employee or principal shareholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 2 contracts

Samples: Series C Preferred Stock Purchase Agreement (Monitronics International Inc), Series B Preferred Stock and Warrant Purchase Agreement (Monitronics International Inc)

AutoNDA by SimpleDocs

Material Changes and Litigation. The Company ------------------------------- shall promptly notify each Purchaser 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 shareholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its would have a material adverse effect on the business, prospects, assets or condition, condition (financial or otherwise) of the Company.

Appears in 2 contracts

Samples: Investor Rights Agreement (Touchstone Applied Science Associates Inc /Ny/), Series a Convertible Preferred Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)

Material Changes and Litigation. The Company shall promptly ------------------------------- notify each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to would materially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Esperion Therapeutics Inc/Mi), Investors' Rights Agreement (Esperion Therapeutics Inc/Mi)

Material Changes and Litigation. The Company shall will promptly notify each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to would materially adversely affect its present or proposed business, prospectsproperties, assets or condition, financial or otherwisecondition taken 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 each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to would materially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Southeast Interactive Technology Fund I LLC)

Material Changes and Litigation. The Company shall promptly notify each Purchaser 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 ’s knowledge, threatened against the Company, or against any an officer, director, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwisewould have a material adverse effect on the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (MEMSIC Inc)

Material Changes and Litigation. The Company shall promptly notify each Purchaser of any material adverse change in the business, prospectsoperations, assets assets, properties, income, prospects or condition, condition (financial or otherwise, ) of the Company and of any litigation Action or governmental proceeding or investigation Proceeding brought or, to the best of the Company's knowledge, threatened against the Company, or against any officer, director, key employee or principal shareholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwisehave a Material Adverse Effect.

Appears in 1 contract

Samples: Series D 1 Preferred Stock Purchase Agreement (Monitronics International Inc)

Material Changes and Litigation. The Company shall will promptly notify each Purchaser 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 employee, consultant, or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to would materially adversely affect its present or proposed business, prospectsproperties, assets or condition, financial or otherwisecondition taken as a whole.

Appears in 1 contract

Samples: Series D Convertible Preferred Stock Purchase Agreement (Epix Medical Inc)

Material Changes and Litigation. The Company shall promptly ------------------------------- notify each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could be considered reasonably be expected likely to materially adversely affect its business, prospects, assets or condition, financial or otherwiseresult in a Company Material Adverse Effect.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (C-Bridge Internet Solutions Inc)

Material Changes and Litigation. The Company shall promptly notify each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its would have a material adverse effect on the business, prospects, assets or condition, condition (financial or otherwise) of the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Phreesia, Inc.)

Material Changes and Litigation. The Company shall promptly notify each the 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, key employee or principal shareholder equity holder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its would have a material adverse effect on the business, prospects, assets or condition, financial or otherwisecondition of the Company.

Appears in 1 contract

Samples: Rights Agreement (Biophan Technologies Inc)

AutoNDA by SimpleDocs

Material Changes and Litigation. The Company shall promptly notify each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwisewould have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Ubiquitel Inc)

Material Changes and Litigation. The Company shall promptly notify each ------------------------------- the 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwisewould have a Material Adverse Effect.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Macdougald Family Lp)

Material Changes and Litigation. The Company shall will promptly notify each Purchaser 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 Key Employee or principal shareholder stockholder of the Company Company, which materially adversely affecting affects or which, if adversely determined, could reasonably be expected to would materially adversely affect its business, prospectspresent or proposed business properties, assets or condition, financial or otherwisecondition taken as a whole.

Appears in 1 contract

Samples: Series D Convertible Preferred Stock Purchase Agreement (Aspect Medical Systems Inc)

Material Changes and Litigation. The Company shall will promptly ------------------------------- notify each Purchaser 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 principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to would materially adversely affect its present or proposed business, prospectsproperties, assets or condition, financial or otherwisecondition taken as a whole.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Astropower Inc)

Material Changes and Litigation. The Company shall promptly notify each the 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwisewould have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Edison Schools Inc)

Material Changes and Litigation. The Company shall promptly notify each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwisewould have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Edison Schools Inc)

Material Changes and Litigation. The Company shall promptly notify each Purchaser 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, key employee or principal shareholder stockholder of the Company materially adversely affecting or which, if adversely determined, could reasonably be expected to materially adversely affect its would have a material adverse effect on the business, prospects, assets or condition, condition (financial or otherwise) of the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Equallogic Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!