Common use of Absence of Material Changes Clause in Contracts

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company.

Appears in 13 contracts

Samples: Security Purchase Agreement (Sequans Communications), Security Purchase Agreement (Sequans Communications), Security Purchase Agreement (Sequans Communications)

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Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company ReportsRegistration Statement, and except as may be otherwise disclosed in such Company Reportsthe Registration Statement and the Prospectus, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company.

Appears in 6 contracts

Samples: Placement Agent Agreement (Cadiz Inc), Placement Agent Agreement (Cadiz Inc), Securities Purchase Agreement (Cadiz Inc)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) warrants)or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company.

Appears in 6 contracts

Samples: Private Placement Purchase Agreement (Cadiz Inc), Exchange Agreement (Cadiz Inc), Private Placement Purchase Agreement (Cadiz Inc)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Disclosure Package, (a) the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) incurred any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any liability or obligation, direct or contingent contingent, or entered into any material transaction not in the ordinary course of business; (including b) the Company has not purchased any off-balance sheet obligations), incurred by of the Company’s outstanding capital stock, which is material to the Companyor declared, (iv) paid or otherwise made any dividend or distribution of any kind declared, paid or made on the Company’s capital stock of the Company, stock; and (vc) there has not been any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrantswarrants or the conversion of convertible indebtedness), or material change in the short-term debt or long-term debt of the Company (other than upon conversion of convertible indebtedness) or (vi) any issuance issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or any Material Adverse Effect.

Appears in 2 contracts

Samples: Placement Agency Agreement (Emisphere Technologies Inc), Placement Agency Agreement (Emisphere Technologies Inc)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse EffectDisclosure Package, (iia) neither the Company nor any transaction which is of the Subsidiaries has incurred any material to the Company, (iii) any liability or obligation, direct or contingent contingent, or entered into any material transaction not in the ordinary course of business; (including b) neither the Company nor any off-balance sheet obligations), incurred by of the Subsidiaries has purchased any of the Company's outstanding capital stock, which is material to the Companyor declared, (iv) paid or otherwise made any dividend or distribution of any kind declared, paid or made on the Company's capital stock of the Company, stock; and (vc) there has not been any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares such share of Common Stock upon the exercise of outstanding options or warrants) ), or (vi) material change in the short−term debt or long−term debt of the Company and the Subsidiaries or any issuance issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Parkervision Inc), Underwriting Agreement (Parkervision Inc)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse EffectDisclosure Package, (iia) neither the Company nor any transaction which is of its subsidiaries has incurred any material to the Company, (iii) any liability or obligation, direct or contingent contingent, or entered into any material transaction not in the ordinary course of business; (including b) neither the Company nor any off-balance sheet obligations), incurred by of its subsidiaries has purchased any of the Company’s outstanding capital stock, which is material to the Companyor declared, (iv) paid or otherwise made any dividend or distribution of any kind declared, paid or made on the Company’s capital stock of the Company, stock; and (vc) there has not been any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares such share of Common Stock upon the exercise of outstanding options or warrants) ), or (vi) material change in the short-term debt or long-term debt of the Company and its Subsidiaries or any issuance issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or any Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Hq Sustainable Maritime Industries, Inc.), Underwriting Agreement (Hq Sustainable Maritime Industries, Inc.)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company.

Appears in 1 contract

Samples: Convertible Note Agreement (Sequans Communications)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse EffectDisclosure Package, (iia) neither the Company nor any transaction which is of its subsidiaries has incurred any material to the Company, (iii) any liability or obligation, direct or contingent contingent, or entered into any material transaction not in the ordinary course of business; (including b) neither the Company nor any off-balance sheet obligations), incurred by of its subsidiaries has purchased any of the Company's outstanding capital stock, which is material to the Companyor declared, (iv) paid or otherwise made any dividend or distribution of any kind declared, paid or made on the Company's capital stock of the Company, stock; and (vc) there has not been any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares such share of Common Stock upon the exercise of outstanding options or warrants) ), or (vi) material change in the short−term debt or long−term debt of the Company and its Subsidiaries or any issuance issue of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company, or any Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (China Green Agriculture, Inc.)

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Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company ReportsRegistration Statement, and except as may be otherwise disclosed in such Company Reportsthe Registration Statement and the Prospectus, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s 's stock incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s 's stock option plans existing on the date hereof) of the Company.

Appears in 1 contract

Samples: At Market Issuance Sales Agreement (Cadiz Inc)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs due to grants of stock share under the Company’s stock incentive plans Share Incentive Plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) any issuance of options, warrants, convertible securities or other rights to purchase the capital stock share (other than grants of stock share options under the Company’s stock option plans Share Incentive Plans existing on the date hereof) of the Company.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Puxin LTD)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the share capital stock of the Company, (v) any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs due to grants of stock shares under the Company’s stock equity incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrantsthe vesting of RSUs) or (vi) any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock (other than grants of stock options and RSUs under the Company’s stock option equity incentive plans existing on the date hereof) of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Allot Ltd.)

Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company ReportsRegistration Statement, and except as may be otherwise disclosed in such Company Reportsthe Registration Statement and the General Disclosure Package, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs shares of Common Stock due to grants of stock under the Company’s stock incentive plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) warrants)or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than grants of stock options under the Company’s stock option plans existing on the date hereof) of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Cadiz Inc)

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