Common use of Litigation Clause in Contracts

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 285 contracts

Samples: Agreement (Gem Industries Group, Inc.), Agreement (Green Star Products, Inc.), Subscription Agreement (Legion M Entertainment, Inc.)

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Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody or, or to the Company’s knowledge, currently threatened in writing (ai) against the Company or (bii) against any consultant, officer, managerdirector, director or key employee or consultant of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 37 contracts

Samples: Convertible Promissory Note Subscription Agreement, Flashseed Convertible Promissory Note Subscription Agreement, Convertible Promissory Note Subscription Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 20 contracts

Samples: Series Seed Preferred Stock Subscription Agreement, Series Seed Preferred Stock Investment Agreement, Preferred Stock Investment Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company Company, or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 10 contracts

Samples: Subscription Agreement (VictoryBase Corp), Subscription Agreement (VictoryBase Corp), Subscription Agreement (VictoryBase Corp)

Litigation. There are no actions, suits or proceedings at law or in equity or by or before any governmental instrumentality or other agency or regulatory authority now pending, or, to the best knowledge of the Company, threatened against the Company which, if adversely determined, could materially and adversely affect the business, assets, operations, prospects or condition, financial or otherwise, of the Company. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge suit or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against proceeding by the Company currently pending or (b) against any consultant, officer, manager, director or key employee of that the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Companycurrently intends to initiate.

Appears in 8 contracts

Samples: Securities Purchase Agreement (Oramed Pharmaceuticals Inc.), Securities Purchase Agreement (Oramed Pharmaceuticals Inc.), Securities Purchase Agreement (Oramed Pharmaceuticals Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company, except as disclosed in the Offering Circular.

Appears in 7 contracts

Samples: Subscription Agreement (THUMZUP MEDIA Corp), Subscription Agreement (Kronos Advanced Technologies Inc), Subscription Agreement (Cannabis Global, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 6 contracts

Samples: Series Seeda Preferred Stock Purchase Agreement, Series Seed Preferred Stock Purchase Agreement, Series Seed Preferred Stock Purchase Agreement (Groundfloor Finance Inc.)

Litigation. There is no pending claim, action, suit, proceedingarbitration or similar proceeding pending against or affecting or, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledgeKnowledge, currently threatened in writing (a) against the Company Company, its Subsidiaries or (b) against any consultantof its or their properties or, officerto the Company’s Knowledge, manager, any director or key employee officer of the Company arising out of (in his or her consultingcapacity as such), employment or board relationship with the Company or in each case that could otherwise materially impact the Companywould have a Material Adverse Effect.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Threshold Pharmaceuticals Inc), Securities Purchase Agreement (Molecular Templates, Inc.), Securities Purchase Agreement (Rezolute, Inc.)

Litigation. There is no threatened or pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing writing: (ai) against the Company Company, or (bii) to the Company’s knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 4 contracts

Samples: Subscription Agreement (Opening Night Enterprises, LLC), Subscription Agreement (Opening Night Enterprises, LLC), Subscription Agreement (Opening Night Enterprises, LLC)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge suit or investigation before any court, arbitrator, mediator or governmental bodyproceeding pending against, or to the Company’s knowledgeknowledge of the Company threatened against or affecting, currently threatened in writing (a) against the Company or (b) against any consultantof its Subsidiaries before any court or arbitrator or any governmental body, officer, manager, director agency or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that official which could otherwise materially impact the Companyreasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc), Security Agreement (Venator Group Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.or

Appears in 3 contracts

Samples: Preferred Stock Investment Agreement, Preferred Stock Investment Agreement, Preferred Stock Investment Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing that could materially impact the Company (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 3 contracts

Samples: Subscription Agreement (Enosi Life Sciences Corp.), Subscription Agreement (Fan Owned Club, Inc.), Subscription Agreement (Fan Owned Club, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company, except as provided in the sub-Section titled “Legal Proceedings” of the Offering Circular.

Appears in 2 contracts

Samples: Subscription Agreement (Unation, LLC), Subscription Agreement (Alliance Freight Lines Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s 's knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 2 contracts

Samples: Subscription Agreement (United Rail, Inc.), Subscription Agreement (Las Vegas Railway Express, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s 's knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company. 4.

Appears in 2 contracts

Samples: Subscription Agreement (Nitro Holdings Inc), Subscription Agreement (TAHAWI Aerospace Corp)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge proceeding or investigation before any courtpending or, arbitratorto the knowledge of the Company, mediator or governmental bodycurrently threatened against the Company, or its officers, directors, advisors, agents, properties, assets or business, in each case relating to the Company’s knowledge. The Company is not a party or subject to the provisions of any order, currently threatened in writing (a) against writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or (b) against any consultant, officer, manager, director or key employee of which the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Companyintends to initiate.

Appears in 2 contracts

Samples: Recapitalization Agreement (Toucan Capital Fund II, LP), Recapitalization Agreement (Northwest Biotherapeutics Inc)

Litigation. There is no pending action, suit, proceedinginvestigation or proceeding (or any basis therefor) pending against, arbitrationor, mediationto the knowledge of the Company, complaintthreatened against or affecting, claimthe Company, charge any present or investigation former officer, director or employee of the Company or any Person for whom the Company may be liable or any of their respective properties or that in any manner challenges or seeks to prevent, enjoin, alter or delay the Merger or any of the other transactions contemplated hereby before any court, arbitrator, arbitrator or mediator or governmental body, before or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against by any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the CompanyGovernmental Authority.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc), Agreement and Plan of Merger and Reorganization (Photon Dynamics Inc)

Litigation. There Except as disclosed in the Offering Materials, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) to the Company’s knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement

Litigation. There is no pending action, suit, proceedinginvestigation or proceeding pending against, arbitrationor, mediationto the Knowledge of the Company, complaintthreatened against or affecting, claimthe Company, charge or investigation before any courtof its Subsidiaries, arbitrator, mediator or governmental bodyany Employee Plan, or any of their respective properties before (or, in the case of threatened actions, suits, investigations or proceedings, would be before) or by any Governmental Authority or arbitrator that would reasonably be expected to have, individually or in the Company’s knowledgeaggregate, currently threatened in writing (a) against the a Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the CompanyMaterial Adverse Effect.

Appears in 2 contracts

Samples: Shareholder Agreement (Banco Santander, S.A.), Transaction Agreement (Sovereign Bancorp Inc)

Litigation. There Except as set forth in the Form C, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 2 contracts

Samples: wefunder.com, dfon51l7zffjj.cloudfront.net

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge charge, or investigation before any court, arbitrator, mediator mediator, or governmental bodybody or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Common Stock Subscription Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody or, or to the Company’s knowledgeKnowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Equity Exchange Agreement (Daybreak Oil & Gas, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge ---------- arbitration or investigation before any court, arbitrator, mediator Governmental Entity or governmental body, before any arbitrator (a "Legal Proceeding") which is pending or to the Company’s knowledge, currently has been threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his Stockholder either in a written or her consulting, employment oral communication to or board relationship with the Company or that could otherwise materially impact the CompanyCompany Stockholder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bottomline Technologies Inc /De/)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge ---------- arbitration or investigation before any court("Action") pending (or, arbitrator, mediator or governmental body, or to the Company’s 's knowledge, currently threatened in writing (athreatened) against the Company Company, its activities, properties or (b) assets or, to the Company's knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his in connection with such officer's, director's or her consultingemployee's relationship with, employment or board relationship with the Company or that could otherwise materially impact actions taken on behalf of, the Company.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Alladvantage Com Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge arbitration or investigation before any court("Action") pending (or, arbitrator, mediator or governmental body, or to the Company’s 's knowledge, currently threatened in writing (athreatened) against the Company Company, its activities, properties or (b) assets or, to the Company's knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his in connection with such officer's, director's or her consultingemployee's relationship with, employment or board relationship with the Company or that could otherwise materially impact actions taken on behalf of, the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Niku Corp)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or or, to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Preferred Stock Purchaseinvestment Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially and adversely impact the Company.

Appears in 1 contract

Samples: Series B Preferred Stock Purchase Agreement (iSpecimen Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody or, or to the Company’s 's knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee employees of the Company arising out of his or her consulting, employment or board relationship with the Company Company, that could cause a Material Adverse Effect to the Company, or that could otherwise materially impact the Companyvalidity of this Agreement and the Transaction.

Appears in 1 contract

Samples: Share Purchase Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s Company’m knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company Uompany or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Subscription Agreement (Busniess Lines Corp)

Litigation. There is no pending material action, suit, proceedinginvestigation or proceeding pending against, arbitrationor, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the knowledge of the Company’s knowledge, currently threatened in writing (a) against or affecting, the Company Company, any present or (b) against any consultant, former officer, manager, director or key employee of the Company arising out of his or her consultingin such individuals’ capacity as such, employment or board relationship with any Person for whom the Company may be liable or that could otherwise materially impact any of their respective properties before (or, in the Companycase of threatened actions, suits, investigations or proceedings, would be before) or by any Governmental Authority or arbitrator.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (ai) against the Company or Fuse Trading or (bii) against any consultant, officer, manager, director or key employee of the Company or Fuse Trading arising out of his or her consulting, employment or board relationship with the Company or Fuse Trading, as applicable, or that could otherwise materially impact the CompanyCompany or Fuse Trading.

Appears in 1 contract

Samples: Promissory Note Purchase Agreement (Fuse Enterprises Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (ai) against the Company or (bii) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact reasonably be expected to have a material adverse effect on the Company.

Appears in 1 contract

Samples: Subscription Agreement (Blue Marble Energy Corp)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation pending or, to the Company’s knowledge, currently threatened before any court, arbitrator, mediator or governmental body, agency or to instrumentality against the Company’s knowledge, currently threatened in writing (a) against any of its subsidiaries or any officer or director of the Company or (b) against any consultant, officer, manager, director of its subsidiaries that questions the validity of this Warrant or key employee the Registration Rights Agreement or the right of the Company arising out to enter into either of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Companythem.

Appears in 1 contract

Samples: Sunrun Inc.

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody pending or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her such Person’s consulting, employment or board Board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Squiddite Preferred Stock Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (ai) against the Company or (bii) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise reasonably be expected to materially impact affect the Company.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (SGOCO Group, Ltd.)

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Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge investigation or investigation before any court, arbitrator, mediator or governmental body---------- proceeding pending against, or to the knowledge of the Company’s knowledge, currently threatened in writing (a) against against, the Company before any court or (b) against arbitrator or any consultantgovernmental body, officeragency or official which, managerif determined adversely, director or key employee of would have a material adverse effect on the Company arising out of his or her consultingand its subsidiaries, employment or board relationship with the Company or that could otherwise materially impact the Companytaken as a whole.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Newsedge Corp)

Litigation. There is no pending material action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody pending or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her such Person’s consulting, employment or board Board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Trucpal Tokens Security Token Subscription Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her such Person’s consulting, employment or board Board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Series a Preferred Stock Investment Agreement (Salt Blockchain Inc.)

Litigation. There is no pending action, suit, proceeding, arbitrationclaim, mediationarbitration or investigation pending, complaintor as to which the Company has received any notice of assertion nor, to the Company's knowledge, is there a threatened action, suit, proceeding, claim, charge arbitration or investigation before any court, arbitrator, mediator or governmental body, or against the Company which would be likely to be material to the Company’s knowledge, currently threatened or which in writing (a) against the Company any manner challenges or (b) against seeks to prevent, enjoin, alter or delay any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Companytransactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kentex Petroleum Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation arbitration or, to the knowledge of the Company, investigation, before any courtGovernmental Entity or before any arbitrator (a “Legal Proceeding”) which is pending or, arbitrator, mediator or governmental body, or to the knowledge of the Company’s knowledge, currently has been threatened in writing (a) against the Company or any Subsidiary (b) or any basis therefor), or, to the knowledge of the Company, against any consultantofficer, officerdirector, manager, director employee or key employee Affiliate of the Company arising out or any Subsidiary in relation to the affairs of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Viisage Technology Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially would reasonably be expected to have a material adverse impact on the Company.

Appears in 1 contract

Samples: Series Seed Preferred Stock Investment Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company., except as provided in the sub-Section t

Appears in 1 contract

Samples: Subscription Agreement (Alliance Freight Lines Inc)

Litigation. There is no pending No action, arbitration, suit, proceeding, arbitration, mediation, complaint, claim, charge proceeding or investigation before any court(each a “Proceeding”) is pending or, arbitrator, mediator or governmental body, or to the knowledge of the Company’s knowledge, currently threatened in writing (a) against the Company or (b) Company, any Subsidiary or, to the knowledge of the Company, against any consultantstockholder, officer, managerdirector, director or key employee of the Company arising out or any Subsidiary in relation to the affairs of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Companyany Subsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seachange International Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.. 5

Appears in 1 contract

Samples: Subscription Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodyarbitration proceeding pending, or to the Company’s knowledgeknowledge of the officers of the Company threatened, currently threatened in writing (a) against the Company or (b) against its subsidiaries before any consultant, officer, manager, director court or key employee of administrative agency which is reasonably expected to result in any material adverse change in the Company arising out of his business or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.condition

Appears in 1 contract

Samples: Stock Purchase Agreement (Multimedia Games Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Subscription Agreement (Mercer Island Investors Group, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the CompanyCompany except as provided in the sub-Section titled “Legal Proceedings” of the Offering Circular.

Appears in 1 contract

Samples: Subscription Agreement (Unation, LLC)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board Board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (StemGen, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a1) against the Company or (b2) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Subscription Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (ai) against the Company or (bii) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Fuse Enterprises Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company, except as provided in the relevant sub-Section of the Offering Circular.

Appears in 1 contract

Samples: Subscription Agreement (Equity One Net Invest Inc)

Litigation. There is no pending action, proceeding, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any courtpending or, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing against Company (a) against the Company or (b) against any consultant, officer, managerdirector, director employee or key employee agent of the Company arising out of his in their capacity as such or her consultingrelating to their employment, employment services or board relationship with the Company Company) before any court or that could otherwise materially impact the Company.administrative

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Image Inc)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge arbitration or investigation before any court("ACTION") pending (or, arbitrator, mediator or governmental body, or to the Company’s 's knowledge, currently threatened in writing (athreatened) against the Company Company, its activities, properties or (b) assets or, to the Company's knowledge, against any consultant, officer, manager, director or key employee of the Company arising out of his in connection with such officer's, director's or her consultingemployee's relationship with, employment or board relationship with the Company or that could otherwise materially impact actions taken on behalf of, the Company.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Niku Corp)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge investigation or investigation before any court, arbitrator, mediator or governmental body---------- proceeding pending against, or to the knowledge of the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultantof its properties before any court or arbitrator or any governmental body, officeragency or official which would have or reasonably be expected to have, managerindividually or in the aggregate, director or key employee of the a Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the CompanyMaterial Adverse Effect.

Appears in 1 contract

Samples: Management Agreement (Ramsay Health Care Inc)

Litigation. (a) There is are no claims, suits, actions or proceedings pending actionor, suitto the knowledge of the Company and the Members, proceeding, arbitration, mediation, complaint, claim, charge threatened against the Company or investigation any manager or officer thereof before any court, arbitratorgovernment department, mediator commission, agency, instrumentality or governmental bodyauthority, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Companyarbitrator.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Global Services Partners Acquisition Corp.)

Litigation. There is no pending material action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation claim before any court, arbitrator, mediator or governmental bodybody pending (i) against the Company or, or (ii) to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Debt Conversion Agreement (Learn SPAC HoldCo, Inc.)

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental bodybody pending or, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her such person’s consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

Appears in 1 contract

Samples: Note and Royalty Participation Right Purchase Agreement

Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the CompanyCorporation’s knowledge, currently threatened in writing (a) against the Company Corporation or (b) against any consultant, officer, manager, director or key employee Key Employee of the Company Corporation arising out of his or her consulting, employment or board Board of Directors relationship with the Company Corporation or that could otherwise materially impact the CompanyCorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hylete, Inc.)

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