Common use of Notice of Adverse Change Clause in Contracts

Notice of Adverse Change. The Company shall promptly give notice to all holders of any Securities (but in any event within seven (7) days) after becoming aware of the existence of any condition or event which constitutes, or the occurrence of, any of the following: (a) any event of noncompliance by the Company or its subsidiaries under this Agreement in any material respect; (b) the institution of an action, suit or proceeding against the Company or any subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, would result in a Material Adverse Effect whether or not arising in the ordinary course of business; or (c) any information relating to the Company or any subsidiary which would reasonably be expected to result in a material adverse effect on its inability to perform its obligations of under any Transaction Document. Any notice given under this Section 7.7 shall specify the nature and period of existence of the condition, event, information, development or circumstance, the anticipated effect thereof and what actions the Company has taken and/or proposes to take with respect thereto.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (OptimizeRx Corp), Securities Purchase Agreement (Net TALK.COM, Inc.)

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Notice of Adverse Change. The Company shall promptly give notice to all holders of any Securities (but in any event within seven (7) days) after becoming aware of the existence of any condition or event which constitutes, or the occurrence of, any of the following: (ai) any event of noncompliance by the Company or its subsidiaries under this Agreement in any material respect; (bii) the institution of an action, suit or proceeding against the Company or any subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, would result in a Material Adverse Effect whether or not arising in the ordinary course of business; or (ciii) any information relating to the Company or any subsidiary which would reasonably be expected to result in a material adverse effect on its inability to perform its obligations of under any Transaction Document. . (iv) Any notice given under this Section 7.7 shall specify the nature and period of existence of the condition, event, information, development or circumstance, the anticipated effect thereof and what actions the Company has taken and/or proposes to take with respect thereto.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Infusion Brands International, Inc.), Securities Purchase Agreement (Infusion Brands International, Inc.), Securities Purchase Agreement (Omnireliant Holdings, Inc.)

Notice of Adverse Change. The Company shall promptly give notice to all holders of any Securities Promptly after the occurrence thereof (but in any event within seven (7) daysdays after such occurrence is known to the Company) after becoming aware of the existence notice of any condition or event which constitutes, or the occurrence of, any of the following: (ai) any event Event of noncompliance by the Company or its subsidiaries under this Agreement in any material respectNoncompliance; (bii) the institution or threatened institution of an action, suit or proceeding against the Company or any subsidiary of its subsidiaries by or before any court, regulatory authority, administrative agency or arbitratorany other governmental agency or body, including, without limitation, any action of a foreign government domestic or instrumentalityforeign, which, if adversely decided, would result in could have a Material Adverse Effect whether or not arising in the ordinary course of businessEffect; or (ciii) any information relating to any event, development or circumstance with respect to or affecting the Company or any subsidiary which would reasonably of its subsidiaries which, in the Company's reasonable judgment, could be expected to result in have a material adverse effect on its inability Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations of under any Transaction Documentthis Agreement and the transactions contemplated hereby. Any notice given under this Section 7.7 7.1(b)(iii) shall specify the nature and period of existence of the condition, event, information, development or circumstance, the anticipated effect thereof and what actions the Company has taken and/or proposes to take with respect thereto.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Postabank Es Takarekrenztar), Securities Purchase Agreement (Hungarian Telephone & Cable Corp), Securities Purchase Agreement (Hungarian Telephone & Cable Corp)

Notice of Adverse Change. The Company shall promptly give notice to all holders of any Securities (but in any event within seven (7) days) after becoming aware of the existence of any condition or event which constitutes, or the occurrence of, any of the following: (a) any Event of Default (as hereinafter defined); (b) any other event of noncompliance by the Company or its subsidiaries under this Agreement in any material respect; (bc) the institution of an action, suit or proceeding against the Company or any subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, would result in a Material Adverse Effect whether or not arising in the ordinary course of business; or (cd) any information relating to the Company or any subsidiary which would reasonably be expected to result in a material adverse effect on its inability to perform its obligations of under any Transaction Document. Any notice given under this Section 7.7 shall specify the nature and period of existence of the condition, event, information, development or circumstance, the anticipated effect thereof and what actions the Company has taken and/or proposes to take with respect thereto.

Appears in 3 contracts

Samples: Securities Purchase Agreement (MDwerks, Inc.), Securities Purchase Agreement (MDwerks, Inc.), Securities Purchase Agreement (MDwerks, Inc.)

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Notice of Adverse Change. The Company shall promptly give notice to all holders of any Securities (but in any event within seven (7) days) after becoming aware of the existence of any condition or event which constitutes, or the occurrence of, any of the following: (a) any event of noncompliance by the Company or its subsidiaries under this Agreement in any material respect; (b) the institution of an action, suit or proceeding against the Company or any subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, would result in a Material Adverse Effect whether or not arising in the ordinary course of business; or (c) any information relating to the Company or any subsidiary which would reasonably be expected to result in a material adverse effect on its inability to perform its obligations of under any Transaction Document. Any notice given under this Section 7.7 shall specify the nature and period of existence of the condition, event, information, development or circumstance, the anticipated effect thereof and what actions the Company has taken and/or proposes to take with respect thereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (OptimizeRx Corp)

Notice of Adverse Change. The Company shall promptly give notice to all holders of any Securities (but in any event within seven (7) days) after becoming aware of the existence of any condition or event which constitutes, or the occurrence of, any of the following: (a) any event of noncompliance by the Company or its subsidiaries under this Agreement in any material respect; (b) the institution of an action, suit or proceeding against the Company or any subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, would result in a Material Adverse Effect whether or not arising in the ordinary course of business; or (c) any information relating to the Company or any subsidiary which would reasonably be expected to result in a material adverse effect on its inability to perform its obligations of under any Transaction Document. Any notice given under this Section 7.7 6.7 shall specify the nature and period of existence of the condition, event, information, development or circumstance, the anticipated effect thereof and what actions the Company has taken and/or proposes to take with respect thereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Andover Medical, Inc.)

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