Common use of Proceedings or Changes Clause in Contracts

Proceedings or Changes. Promptly, and in any event within two (2) Business Days after (i) becoming aware of the filing or commencement of any action, suit, investigation or proceeding against or affecting the Company or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Entity (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or (ii) the receipt by the Company or any of its Subsidiaries from any Governmental Entity of (A) any notice asserting any failure by the Company or any of its Subsidiaries to be in compliance with applicable Law or that threatens the taking of any action against the Company or any of its Subsidiaries or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Company or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Note Purchase Agreement (Fermavir Pharmaceuticals, Inc.), Note Purchase Agreement (Inhibitex, Inc.)