Common use of Adverse Changes Clause in Contracts

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each of the Purchasers;

Appears in 8 contracts

Samples: Securities Purchase Agreement (Endocare Inc), Securities Purchase Agreement (Endocare Inc), Securities Purchase Agreement (Digital Courier Technologies Inc)

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Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule hereto or otherwise (for purposes hereof, changes in writing to each the market price of the PurchasersCommon Stock may be considered in determining whether there has occurred an event which has had a Material Adverse Effect);

Appears in 5 contracts

Samples: Securities Purchase Agreement (Endocare Inc), Securities Purchase Agreement (Alliance Pharmaceutical Corp), Securities Purchase Agreement (Alliance Pharmaceutical Corp)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect and no material adverse change in the financial condition or prospects of the Company shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each the Disclosure Materials (for purposes hereof changes in the market price of the PurchasersCommon Stock may be considered in determining whether there has occurred an event which has had a Material Adverse Effect or whether a material adverse change has occurred);

Appears in 3 contracts

Samples: Convertible Preferred Stock Purchase Agreement (Genus Inc), Stock Purchase Agreement (Oncormed Inc), Common Stock Purchase Agreement (Commodore Environmental Services Inc /De/)

Adverse Changes. Since Except as disclosed on Schedule 3.10, since the date of the financial statements included in the Company's ’s Quarterly Report on Form 10-Q or Q, Annual Report on Form 10-K, or latest Current Report on Form 8-K, whichever is more recent, last filed prior to the date of this Agreement, no event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each of the Purchasers;occurred.

Appears in 3 contracts

Samples: Stock Purchase Agreement (La Bella Holdings LLC), Stock Purchase Agreement (Dakota Growers Pasta Co Inc), Stock Purchase Agreement (Dakota Growers Pasta Co Inc)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule hereto or otherwise (for purposes hereof, changes in writing to each the market price of the PurchasersCommon Stock as compared to the market generally may be considered as a factor in determining whether there has occurred an event which has had a Material Adverse Effect);

Appears in 2 contracts

Samples: Exchange Agreement (Level 8 Systems Inc), Exchange Agreement (Healthaxis Inc)

Adverse Changes. Since the date of the financial statements included in the Company's ’s Quarterly Report on Form 10-Q or Q, Annual Report on Form 10-K, or latest Current Report on Form 8-K, whichever is more recent, last filed prior to the date of this Agreement, no event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each of the Purchasers;occurred.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nanophase Technologies Corporation), Stock Purchase Agreement (Nanophase Technologies Corporation)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule in the Schedules hereto or otherwise (for purposes hereof, changes in writing to each the market price of the Purchasers;Common Stock may be considered in determining whether there has occurred an event which has had a Material Adverse Effect); and

Appears in 1 contract

Samples: Securities Purchase Agreement (Signal Apparel Company Inc)

Adverse Changes. Since the date of the financial --------------- statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule in the Schedules hereto or otherwise (for purposes hereof, changes in writing to each the market price of the Purchasers;Common Stock may be considered in determining whether there has occurred an event which has had a Material Adverse Effect).

Appears in 1 contract

Samples: Securities Purchase Agreement (Satcon Technology Corp)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more most recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule in the Schedules hereto or otherwise (for purposes hereof, changes in writing to each the market price of the Purchasers;Common Stock may be considered in determining whether there has occurred an event which has had a Material Adverse Effect).

Appears in 1 contract

Samples: Securities Purchase Agreement (Mechanical Technology Inc)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Q, Annual Report on Form 10-K, or latest Current Report on Form 8-K,whichever is more recent, last filed prior to the date of this Agreement, no event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each of the Purchasers;occurred.

Appears in 1 contract

Samples: Registration Rights Agreement (Nanophase Technologies Corporation)

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Adverse Changes. Since the date of the financial statements --------------- included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more most recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule in the Schedules hereto or otherwise (for purposes hereof, changes in writing to each the market price of the Purchasers;Common Stock may be considered in determining whether there has occurred an event which has had a Material Adverse Effect).

Appears in 1 contract

Samples: Securities Purchase Agreement (Satcon Technology Corp)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had a Material Adverse Effect and no material adverse change in the condition (financial or otherwise) or prospects of the Company shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each of the PurchasersDisclosure Materials;

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Usci Inc)

Adverse Changes. Since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K, whichever is more recent, last filed prior to the date of this Agreement, no event which had or could reasonably be expected to have, a Material Adverse Effect which has not specifically been disclosed on Schedule 2.1(g) hereto prior to the date of this Agreement shall have occurred, nor shall there have occurred a material adverse change in the financial conditions or prospects of the Company, which is not disclosed on any Schedule hereto or otherwise in writing to each of the PurchasersDisclosure Materials;

Appears in 1 contract

Samples: Stock Purchase Agreement (Illinois Superconductor Corporation)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q QSB or Annual Report on Form 10-KKSB, whichever is more recent, last filed prior to the date of this Agreement, no event which has had a Material Adverse Effect shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each of the Purchasers;

Appears in 1 contract

Samples: Securities Purchase Agreement (Esoft Inc)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Q, Annual Report on Form 10-K, or latest Current Report on Form 8-K, whichever is more recent, last filed prior to the date of this Agreement, no event which has had or could reasonably be expected to have a Material Adverse Effect shall have occurred which is has not been disclosed on any Schedule hereto or otherwise in writing to each of the Purchasers;Purchaser.

Appears in 1 contract

Samples: Registration Rights Agreement (Good Guys Inc)

Adverse Changes. Since the date of the financial statements included in the Company's Quarterly Report on Form 10-Q or Q, Annual Report on Form 10-K, or latest Current Report on Form 8-K, whichever is more recent, last filed prior to the date of this Agreement, no event which has had or could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the execution and delivery of, and the performance and compliance with, the Transaction Documents shall have occurred which is not disclosed on any Schedule hereto or otherwise in writing to each of the Purchasers;occurred.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spectrx Inc)

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