Notice of Material Developments Sample Clauses

Notice of Material Developments. Ponder and N-Vision will p▇▇▇▇▇▇y notify the other party in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such party, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "change") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCO, as the case may be, that the benefits reasonable expected to be obtained by such party as a result of the merger contemplated by this Merger Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, or diminutions in value of any kind of character (whether or not known or unknown, conditional, or unconditional, choate or inchoate, liquid▇▇▇▇ ▇r unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or other expenses reasonably incurred or more likely than not to be incurred or in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions, PROVIDED HOWEVER, that losses shall be net of any insurance proceeds entitled to be received from a nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in obtaining such proceeds and any increase premiums as a result of a claim with respect to such proceeds). The term "loss" shall not include losses reported on financial statements prepared in accordance with GAAP that are consistent with prior reported earnings. In no event shall a change in the trading price of either the Ponder Common Stock or N-V▇▇▇▇▇ Common Stock between the date hereof and the Effective Date, in and of itself, constitute a material adverse change.