Material Disclosure definition

Material Disclosure means the disclosure of non-public information that, in the good faith judgment of the Purchaser (after consultation with external legal counsel), would be considered by a reasonable investor to be important in making an investment decision with respect to the Company’s Common Stock.

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Material Disclosure means a notification or disclosure required by Sections , , , , or of this Agreement which involves the acquisition or creation of any asset (i) the loss of which would result in a Material Adverse Effect or (ii) with a value of more than $500,000 or a group of assets governed by the same Section of this Agreement with an aggregate value of more than $1,000,000.

Material Disclosure means any matter which (i) constitutes a Material Adverse Change; (ii) (if Closing occurred) would be reasonably likely to give rise to a breach of the Fundamental Warranties; or (iii) breaches or is reasonably likely to give rise to a breach of any other Warranty or the obligations of the Seller under any other term of this Agreement which would be reasonably likely to have a material adverse effect on the Business.

Examples of Material Disclosure in a sentence

Any Suspension Notice shall be accompanied by a certificate of the Chief Executive Officer, Chief Financial Officer, President or any Vice President of the Company confirming the existence of the Material Disclosure Event.
Notwithstanding anything herein to the contrary, the Company shall not be entitled to more than two (2) Suspension Periods during any consecutive twelve (12)-month period, which Suspension Periods shall have durations of not more than one hundred twenty (120) days in the aggregate; provided that a Suspension Period shall automatically expire upon the public disclosure of the information to which the Material Disclosure Event relates.
In the event of a Suspension Notice, the Company shall, promptly after such time as the related Material Disclosure Event no longer exists, provide notice to all Holders that the Suspension Period has ended, and take any and all actions necessary or desirable to give effect to any Holders' rights under this Agreement that may have been affected by such notice, including the Holders' Demand Registration rights and rights with respect to any Shelf Registration Statement.
Any Suspension Notice shall be accompanied by a certificate of the President or any Vice President of the Company confirming the existence of the Material Disclosure Event.
Any such Hazardous Materials Usage may only be to the extent of the quantities of Hazardous Materials as specified in the then applicable Hazardous Material Disclosure Certificate as expressly approved by Landlord.
Each Holder will (i) provide, as soon as reasonably practicable, such other information as the Company may reasonably request in connection with the performance of the Company’s obligations under this Agreement; and (ii) promptly notify the Company upon becoming aware that any information relating to such Holder and included in any Registration Statement Document contains a Material Disclosure Defect.
In the event of a Suspension Notice, the Company shall, promptly after such time as the related Material Disclosure Event no longer exists, take any and all actions necessary or desirable to give effect to any Holders’ rights under this Agreement that may have been affected by such notice, including the Holders’ Demand Registration rights and rights with respect to any Shelf Registration Statement.
A deferral of the filing of a registration statement pursuant to this Section 2(b)(v) shall be lifted, and the requested registration statement shall be filed forthwith, if the Material Disclosure Event ceases.
Tenant agrees that any changes to the type and/or quantities of Hazardous Materials specified in the most recent approved Hazardous Material Disclosure Certificate may be implemented only with the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole and absolute discretion.
Each Holder agrees that, upon receipt of notice from the Company of the occurrence of a Material Disclosure Event (a “Suspension Notice”), such Holder will forthwith discontinue any disposition of Registrable Securities pursuant to the Shelf Registration Statement or any public sale or distribution, including pursuant to Rule 144, until the earlier of (i) the expiration of the Suspension Period and (ii) such Holder’s receipt of a notice from the Company to the effect that such suspension has terminated.

More Definitions of Material Disclosure

Material Disclosure shall have the meaning set forth in Section 5.7.

Material Disclosure. Beplate discloses that in January of 1995 a different configuration of a device intended for the same purpose and market was licensed to another corporation, and Beplate further discloses that he has been informed by counsel, and by more than one of them, that the said corporation and its officers and directors are entirely in default of the provisions of that license agreement, and that any conveyance of rights under that agreement is therefore void, and that Beplate may maintain causes of action as against the said corporation, and against its officers and directors;