Common use of Material Changes and Litigation Clause in Contracts

Material Changes and Litigation. The Company shall promptly notify the Investors of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s knowledge, threatened against the Company, or against the Founders, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the Company.

Appears in 5 contracts

Samples: Rights Agreement, Rights Agreement (Arsanis, Inc.), Rights Agreement (Arsanis, Inc.)

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Material Changes and Litigation. The Company shall promptly notify the Investors Investor of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company Material Adverse Event and of any litigation or governmental proceeding or investigation brought or, to the Company’s 's knowledge, threatened in writing against the Company, or against the Founders, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have result in a material adverse effect on the CompanyMaterial Adverse Event.

Appears in 4 contracts

Samples: Note Purchase Agreement (Positron Corp), Note Purchase Agreement (Positron Corp), Note Purchase Agreement (Positron Corp)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, Founder or an officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companymaterially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 3 contracts

Samples: Series E Preferred Stock Purchase Agreement (Arrowpoint Communications Inc), Series C Preferred Stock Purchase Agreement (Arrowpoint Communications Inc), Preferred Stock Purchase Agreement (Arrowpoint Communications Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company.

Appears in 3 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Chiasma, Inc), Investor Rights Agreement (Adnexus Therapeutics, Inc.)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospectsoperations, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, assets or condition (financial or otherwise) of the Company.

Appears in 3 contracts

Samples: Investor Rights Agreement (Tangoe Inc), Investor Rights Agreement (Tangoe Inc), Agreement and Plan of Merger (Tangoe Inc)

Material Changes and Litigation. The Company shall promptly ------------------------------- notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companymaterially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 2 contracts

Samples: Rights Agreement (Esperion Therapeutics Inc/Mi), Rights Agreement (Esperion Therapeutics Inc/Mi)

Material Changes and Litigation. The Company shall promptly notify the Investors Significant Stockholders of (a) any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of (b) any litigation or governmental proceeding or investigation brought or, to the Company’s 's knowledge, threatened against the Company, or against the Foundersany Founder, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would which could reasonably be expected to have a material adverse effect on the Company.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (A123 Systems, Inc.)

Material Changes and Litigation. The Company shall promptly notify the Major Investors of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company.

Appears in 2 contracts

Samples: Investor Rights Agreement (Constellation Pharmaceuticals Inc), Investor Rights Agreement (Constellation Pharmaceuticals Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company.

Appears in 2 contracts

Samples: Rights Agreement (Aduro Biotech, Inc.), Rights Agreement (Epizyme, Inc.)

Material Changes and Litigation. The Company shall promptly notify the Investors each Purchaser of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder shareholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companycould reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 2 contracts

Samples: Shareholders Agreement (Monitronics International Inc), Purchase Agreement (Monitronics International Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Investor Stockholders of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company, of any defaults by the Company under any material contracts to which the Company is a party, and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on materially adversely affect the CompanyCompany or its business, prospects, assets or condition, financial or otherwise.

Appears in 2 contracts

Samples: Stockholders Agreement (Zynerba Pharmeceuticals, Inc.), Stockholders Agreement (Zynerba Pharmeceuticals, Inc.)

Material Changes and Litigation. The Company shall will promptly notify the Investors Purchaser of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companycould materially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Regado Biosciences Inc), Convertible Note Purchase Agreement (Regado Biosciences Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Major Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the business, prospects, assets or condition (financial or otherwise) of the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Sourcefire Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Investor of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against against, the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companymaterially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Streamline Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Significant Stockholders of (a) any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of (b) any litigation or governmental proceeding or investigation brought or, to the Company’s 's knowledge, threatened against the Company, or against the Foundersany Founder, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would could reasonably be expected to have a material adverse effect on the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (A123 Systems Inc)

Material Changes and Litigation. The Company shall will promptly notify the Investors Preferred Shareholders of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee Key Employee or principal stockholder of the Company Company, which materially affects or which, if adversely determined, would have materially adversely affect its present or proposed business properties, assets or condition taken as a material adverse effect on the Companywhole.

Appears in 1 contract

Samples: Series E Convertible Preferred Stock and Warrant (Aspect Medical Systems Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s knowledge, on threatened against the Company, Company or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would be likely to have a material adverse effect on the CompanyCompany Material Adverse Effect.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Enterworks Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s 's knowledge, threatened against the Company, or against the Founders, Company or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the Company.

Appears in 1 contract

Samples: Rights Agreement (Nanosys Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Board of Directors of (a) any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of (b) any litigation or governmental proceeding or investigation brought or, to the Company’s knowledge, threatened against the Company, or against the Foundersany Founder, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the Company.

Appears in 1 contract

Samples: Purchase Agreement (Lyra Therapeutics, Inc.)

Material Changes and Litigation. The Company shall will promptly notify -------- ------- --- ---------- the Investors of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder shareholder of the Company materially affecting or which, if adversely determined, would have materially adversely affect its present or proposed business, properties, or assets taken as a material adverse effect on the Companywhole.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Vivid Technologies Inc)

Material Changes and Litigation. The Company shall will promptly notify the Investors Purchasers of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee employee, consultant, or principal stockholder of the Company materially affecting or which, if adversely determined, would have materially adversely affect its present or proposed business, properties, assets or condition taken as a material adverse effect on the Companywhole.

Appears in 1 contract

Samples: Stock Purchase Agreement (Epix Medical Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s 's knowledge, threatened in writing against the Company, or against the Foundersany Founder, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (Netezza Corp)

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Material Changes and Litigation. The Company shall will promptly ------------------------------- notify the Investors Purchasers of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially affecting or which, if adversely determined, would have materially adversely affect its present or proposed business, properties, assets or condition taken as a material adverse effect on the Companywhole.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Astropower Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the Company.

Appears in 1 contract

Samples: Investor Rights Agreement (MEMSIC Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors each Investor of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company whichthat materially adversely affects or that, if adversely determined, would have a material adverse effect on the Companycould reasonably be expected to materially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Investors’ Rights Agreement (CS Disco, Inc.)

Material Changes and Litigation. The Company shall promptly notify each of the Investors Preferred Holders of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on materially adversely affect the Company's business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Investor Rights Agreement (Eroom Technology Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors each Purchaser of any material adverse change in the business, prospectsoperations, assets assets, properties, income, prospects or condition, condition (financial or otherwise, ) of the Company and of any litigation Action or governmental proceeding or investigation Proceeding brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder shareholder of the Company materially adversely affecting or which, if adversely determined, would could reasonably be expected to have a material adverse effect on the CompanyMaterial Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Monitronics International Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchasers of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companymaterially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Southeast Interactive Technology Fund I LLC)

Material Changes and Litigation. The Company shall promptly notify the Investors of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the Company’s 's knowledge, threatened against the Company, or against the Foundersany Founder, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the Company.

Appears in 1 contract

Samples: Investors' Rights Agreement (TechTarget Inc)

Material Changes and Litigation. The Company shall will promptly notify the Investors each Purchaser of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companycould materially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Aria International Holdings, Inc.)

Material Changes and Litigation. The Company shall will promptly notify the Investors ------------------------------- Preferred Shareholders of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company’s knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder shareholder of the Company materially affecting or which, if adversely determined, would have materially adversely affect its present or proposed business, properties, or assets taken as a material adverse effect on the Companywhole.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Vivid Technologies Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors each Purchaser and Vertex of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on Company Material Adverse Effect, as such term is defined in the CompanyPurchase Agreement.

Appears in 1 contract

Samples: Investor Rights Agreement (Altus Pharmaceuticals Inc.)

Material Changes and Litigation. The Company shall will promptly notify the Investors Purchasers of any material adverse change in the business, prospectsproperties, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought pending or, to the best knowledge of the Company’s knowledge, threatened against the Company, or against the Foundersany Founder, or an officer, director, key employee or principal stockholder of the Company materially affecting or which, if adversely determined, would have a material adverse effect on materially adversely affect the Company's present or then proposed business, properties, assets or condition (financial or otherwise).

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Sequoia Software Corp)

Material Changes and Litigation. The Company shall promptly notify the Investors Purchaser of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Foundersany Founder, or an officer, director, key employee or principal stockholder of the Company which, if adversely determined, would have a material adverse effect on the CompanyMaterial Adverse Effect.

Appears in 1 contract

Samples: Registration Rights Agreement (Odyssey Marine Exploration Inc)

Material Changes and Litigation. The Company shall promptly notify the Investors of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against the Company, or against the Founders, or an officer, director, key employee or principal stockholder Stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companymaterially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Investor Rights Agreement (Immunicon Corp)

Material Changes and Litigation. The Company shall promptly notify the Investors of any material adverse change in the business, prospects, assets or condition, financial or otherwise, of the Company and of any litigation or governmental proceeding or investigation brought or, to the best of the Company’s 's knowledge, threatened against against, the Company, or against the Founders, or an any officer, director, key employee or principal stockholder of the Company materially adversely affecting or which, if adversely determined, would have a material adverse effect on the Companymaterially adversely affect its business, prospects, assets or condition, financial or otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Streamline Inc)

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