Common use of Notice of Adverse Change Clause in Contracts

Notice of Adverse Change. The Company shall promptly give notice to the holder of the Note (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; (c) the institution or threatening of 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, could materially adversely affect the business, prospects, properties, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole whether or not arising in the ordinary course of business; or (d) any information relating to the Company or any Subsidiary which could reasonably be expected to materially and adversely affect the assets, property, business or condition (financial or otherwise) of the Company or its ability to perform the terms of this Agreement. Any notice given under this Section 7.6 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.

Notice of Adverse Change. The Company shall promptly give notice to the holder all holders of the Note 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 Default (as hereinafter defined); (bii) any other event of noncompliance by the Company or its Subsidiaries under this Agreement; (ciii) the institution or threatening of institution of an action, suit or proceeding against the Company or any Subsidiary Subsidiaries before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, could materially adversely affect the business, prospects, properties, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole whether or not arising in the ordinary course of business; or (div) any information relating to the Company or any Subsidiary subsidiary which could reasonably be expected to materially and adversely affect (A) the assets, property, business or condition (financial or otherwise) of the Company Company, to the extent that applicable provisions of the Exchange Act, Securities Act or rules or regulations of a Trading Market would require disclosure of such information, or (B) its ability to perform the terms of this Agreement. Any notice given under this Section 7.6 3.22(h) 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.

Notice of Adverse Change. The Company Subject to Section 2.5 above, MSMI shall promptly give notice to the holder all holders of the Note 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 MSMI or its Subsidiaries subsidiaries under this Agreement; (c) the institution or threatening of institution of an action, suit or proceeding against the Company MSMI or any Subsidiary subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, could materially adversely affect the business, prospects, properties, financial condition or results of operations of the Company MSMI and its Subsidiariessubsidiaries, taken as a whole whether or not arising in the ordinary course of business; or (d) any information relating to the Company MSMI or any Subsidiary subsidiary which could reasonably be expected to materially and adversely affect the assets, property, business or condition (financial or otherwise) of the Company MSMI or its ability to perform the terms of this Agreement. Any notice given under this Section 7.6 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 MSMI has taken and/or proposes to take with respect thereto.

Notice of Adverse Change. The Company shall promptly give notice to the holder all holders of the Note 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 subsidiaries under this Agreement; (c) the institution or threatening of institution of an action, suit or proceeding against the Company or any Subsidiary subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, could materially adversely affect the business, prospects, properties, financial condition or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole whether or not arising in the ordinary course of business; or (d) any information relating to the Company or any Subsidiary subsidiary which could reasonably be expected to materially and adversely affect the assets, property, business or condition (financial or otherwise) of the Company or its ability to perform the terms of this Agreement. Any notice given under this Section 7.6 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.

Notice of Adverse Change. The Company shall promptly give notice to the holder of the Note (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 Subsidiary under this Agreement; (c) the institution or threatening of institution of an action, suit or proceeding against the Company or any its Subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, could materially adversely affect the business, prospects, properties, financial condition or results of operations of the Company and its SubsidiariesSubsidiary, taken as a whole whether or not arising in the ordinary course of business; or (d) any information relating to the Company or any its Subsidiary which could reasonably be expected to materially and adversely affect the assets, property, business or condition (financial or otherwise) of the Company or its ability to perform the terms of this Agreement. Any notice given under this Section 7.6 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.

Notice of Adverse Change. The Company Subject to Section 2.5 above, MSMI shall promptly give notice to the holder all holders of the Note 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 MSMI or its Subsidiaries subsidiaries under this Agreement; ; (c) the institution or threatening of institution of an action, suit or proceeding against the Company MSMI or any Subsidiary subsidiary before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, could materially adversely affect the business, prospects, properties, financial condition or results of operations of the Company MSMI and its Subsidiariessubsidiaries, taken as a whole whether or not arising in the ordinary course of business; or or (d) any information relating to the Company MSMI or any Subsidiary subsidiary which could reasonably be expected to materially and adversely affect the assets, property, business or condition (financial or otherwise) of the Company MSMI or its ability to perform the terms of this Agreement. Any notice given under this Section 7.6 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 MSMI has taken and/or proposes to take with respect thereto.