Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 4 contracts

Samples: Sales Agreement (AVITA Medical, Inc.), Sales Agreement (Singular Genomics Systems, Inc.), Sales Agreement (Kezar Life Sciences, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 4 contracts

Samples: Sales Agreement (iTeos Therapeutics, Inc.), Common Stock Sales Agreement (Eos Energy Enterprises, Inc.), Sales Agreement (Roivant Sciences Ltd.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 3 contracts

Samples: Common Stock Sales Agreement (Dicerna Pharmaceuticals Inc), Sales Agreement (Molecular Templates, Inc.), Sales Agreement (Kezar Life Sciences, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Sales Agreement (Avidity Biosciences, Inc.), Sales Agreement (Avidity Biosciences, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ the Agents with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~the Agents. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ the Agents with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx sells~~ the Agents sell any Placement Shares, the Company shall provide ~~Xxxxx~~ the Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Sales Agreement (Aspen Aerogels Inc), Sales Agreement (Aspen Aerogels Inc)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Sales Agreement (Korro Bio, Inc.), Sales Agreement (Relay Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of From 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Sales Agreement (C4 Therapeutics, Inc.), Sales Agreement (Kymera Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date ~~and~~ and, following the First Delivery Date, each time during the term of this Agreement the Company (i) ~~the Company~~ files the Prospectus relating to the Placement Shares (other than (x) the Prospectus Supplement filed on the date hereof or (y) a prospectus supplement filed solely to meet the requirements of Section 7(l) of this Agreement) or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed ~~in accordance with~~ solely to meet the requirements of Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files ~~its~~ a quarterly ~~reports~~ report on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished”) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) Cowen requests such certification within three days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Sales Agreement (Unity Biotechnology, Inc.), Sales Agreement (Unity Biotechnology, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery ~~Date~~ Date, and each time thereafter during the term of this Agreement, (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” under Items 2.02, 7.01. or 9.01 of Form 8-K) under the Exchange ~~Act~~ Act; or (v) as Leerink Partners may reasonably request (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Leerink Partners (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Leerink Partners reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock, and (3) Leerink Partners requests such certification within one (1) day after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by ~~Xxxxx~~Leerink Partners. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Leerink Partners with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Leerink Partners sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Leerink Partners with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Common Stock Sales Agreement (Edgewise Therapeutics, Inc.), Common Stock Sales Agreement (Edgewise Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 2 contracts

Samples: Sales Agreement (Atreca, Inc.), Sales Agreement (Atreca, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 2 contracts

Samples: Sales Agreement (Mirati Therapeutics, Inc.), Sales Agreement (Mirati Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date ~~and~~ and, following the First Delivery Date, each time during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Sales Agreement (Nautilus Biotechnology, Inc.), Sales Agreement (Nautilus Biotechnology, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) ~~the Company files the Prospectus relating to the Placement Shares or~~ amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the ~~Company~~ files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” with the Commission) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 2 contracts

Samples: Sales Agreement (Revolution Medicines, Inc.), Sales Agreement (Revolution Medicines, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 2 contracts

Samples: Sales Agreement (Cabaletta Bio, Inc.), Sales Agreement (Cabaletta Bio, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act and the Agent reasonably determines that the information contained in such report on Form 8-K is material (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ the Agent with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~the Agent. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ the Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ the Agent sells any Placement Shares, the Company shall provide ~~Xxxxx~~ the Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 2 contracts

Samples: Sales Agreement (Olema Pharmaceuticals, Inc.), Sales Agreement (Olema Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” under Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Immunome Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement, (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” under Items 2.02, 7.01. or 9.01 of Form 8-K) under the Exchange ~~Act~~ Act; or (v) the Company effects a Block Sale in accordance with Section 3 of this Agreement (each event or date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Cue Health Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company files (i) ~~the Company files~~ the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company files~~ an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company files~~ its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company files~~ a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); , the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Romeo Power, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company files (i) ~~the Company files~~ the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company files~~ an annual report on ~~Form~~ Forms 20-F or 10-K K, as applicable, under the Exchange Act; (iii) ~~the Company files~~ its ~~quarterly~~ reports on ~~Form~~ Forms 6-K and 10-Q Q, as applicable under the Exchange ~~Act;~~ Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus; or (iv) ~~the Company files~~ a report on ~~Form~~ Forms 6-K or 8-K K, as applicable, containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on ~~Form~~ Forms 20-F or 10-K. K, as applicable. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (MDxHealth SA)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Alphatec Holdings, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) ~~the Company files the Prospectus relating to the Placement Shares or~~ amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Oyster Point Pharma, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files ~~the~~ a Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or ~~the~~ a Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or ~~the~~ a Prospectus relating to the Placement Shares; (ii) the Company files an ~~annual report~~ Annual Report on Form 10-K K, under the Exchange Act; (iii) the Company files ~~its quarterly reports~~ a Quarterly Report on Form 10-Q Q, containing quarterly consolidated financial statements; (iv) the Company files a Current Report on Form 8-K, containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; or (ivv) the Company ~~files~~ effects a ~~report on Form 8-K containing amended financial information (other than an earnings release) under~~ Block Sale and XX Xxxxx provides reasonable advance notice to the ~~Exchange Act~~ Company in accordance with Section 3 of this Agreement (each event or date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (NewAmsterdam Pharma Co N.V.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (SpringWorks Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Generation Bio Co.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement (i) the Company files ~~the Prospectus relating~~ an amendment or supplement to ~~the Placement Shares or amends or supplements~~ the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act that is material to the offering of securities of the Company (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of after any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is ~~pending~~pending pursuant to Section 2, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Agios Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of From 8-K) under the Exchange ~~Act~~ Act; or (v) the Company effects a Block Sales in accordance with Section 3 of this Agreement (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the ~~Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.~~Placement

Appears in 1 contract

Samples: Shares of Common Stock Sales Agreement (C4 Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange ~~Act~~ Act; or (v) the Company effects a Block Sale (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (CARGO Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange ~~Act~~ Act; or (v) the Company effects a Block Sale in accordance with Section 3 of this Agreement (each date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its ~~annual report~~ Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any ~~Placement~~ Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (SpringWorks Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each ~~time~~ time: (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release)~~ release or other information furnished, and not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K under the Exchange Act that is material to the offering of securities of the Company (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of after any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any ~~Placement~~ Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Madrigal Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each ~~time~~ time: (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release)~~ release or other information furnished, and not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K under the Exchange Act that is material to the offering of securities of the Company (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of after any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement~~ Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Madrigal Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time subsequently thereafter the during the term of this Agreement the Company files (i) ~~the Company files~~ the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company files~~ an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company files~~ its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company files~~ a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); , the Company shall furnish ~~Xxxxx~~ (but in the case of clause (iv) above, only if a Placement Notice is pending and Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Vicarious Surgical Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Arcutis Biotherapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company files (i) ~~the Company files~~ the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company files~~ an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company files~~ its ~~quarterly~~ reports on ~~Form~~ Forms 6-K and 10-Q Q, as applicable, under the Exchange ~~Act~~Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus; or (iv) ~~the Company files~~ a report on Form 6-K or 8-K K, as applicable, containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (COMPASS Pathways PLC)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (IO Biotech, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company files: (i) ~~the Company files~~ the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this ~~Agreement~~Agreement or a prospectus supplement relating solely to an offering other than the Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) ~~the Company files~~ an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company files~~ its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company files~~ a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” under Item 2.02, 7.01 or 9.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Pixelworks, Inc)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other financial information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ TD Active\1608832827.6 Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (GeneDx Holdings Corp.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) ~~the Company~~ files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. K. 24. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cxxxx sells any Placement ~~Shares~~Shares pursuant to such Agency Transaction, the Company shall provide ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Adaptimmune Therapeutics PLC)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each ~~time~~ time: (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release)~~ release or other information furnished, and not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K under the Exchange Act that is material to the offering of securities of the Company (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days of~~ Day after any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any ~~Placement~~ Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Madrigal Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 20-F or Form 10-K K, as applicable, under the Exchange ~~Act~~Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus; (iii) the Company files ~~its quarterly reports~~ a report on Form 6-K or Form 10-Q Q, as applicable, under the Exchange ~~Act~~Act containing financial information which is deemed to be incorporated by reference in the Registration Statement and Prospectus; or and (iv) the Company files a report on Form 6-K or Form 8-K K, as applicable, containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Exscientia PLC)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Common Stock Sales Agreement (Avidity Biosciences, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an ~~annual report~~ Annual Report on Form 1020-K F under the Exchange Act; (iii) ~~the Company~~ files its ~~quarterly reports~~ half-year consolidated financial statements on Form 106-Q K under the Exchange Act; or (iv) the Company files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Ambrx Biopharma Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K (other than flash results)) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) ), within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Terns Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with ~~Section~~ ‎Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 1020-K F under the Exchange Act; (iii) the Company files ~~its quarterly reports~~ a Report on Form 106-~~Q under the Exchange Act~~K containing quarterly consolidated financial statements; or (iv) the Company files a report on Form 86-K containing amended financial information (other than an earnings release) under the Exchange ~~Act~~ Act; or (v) the Company effects a Block Sale and Cowen provides reasonable advance notice to the Company in accordance with Section 3 of this Agreement (each date of event or filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit ~~7(m~~‎7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this ~~Section~~ ‎Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its ~~annual report~~ Annual Report on Form 1020-K. F. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this ~~Section~~ ‎Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit ~~7(m),~~ ‎7(m) dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (SOPHiA GENETICS SA)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx (but in the case of clause (iv) above, provided that the Company promptly informs XX Xxxxx of such Form 8-K filing, only if (1) a Placement Notice is pending, (2) XX Xxxxx reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) XX Xxxxx requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Sage Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Allakos Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and thereafter, during the term of this Agreement, each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (VYNE Therapeutics Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) ~~the Company files the Prospectus relating to the Placement Shares or~~ amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section ~~7(l~~8(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement filed after the date hereof but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144 under the Exchange Act) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ five (35) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section ~~7(m~~8(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section ~~7(m~~8(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit ~~7(m~~8(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Atara Biotherapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” under Items 2.02 or 7.01. of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Annexon, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange ~~Act~~ Act; or (v) the Company effects a Block Sale in accordance with Section 3 of this Agreement (each event or date of filing of one or more of the documents referred to in clauses (i) through (ivv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Arcutis Biotherapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than any information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K including an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Impel Pharmaceuticals Inc)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a ~~certificate~~certificate (but in the case of clause (iv) above only if (1) an Agency Transaction is pending and (2) Xxxxx determines that the information contained in such Form 8-K is material to a holder of Common Stock), in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Five Prime Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement the Company (i) ~~the Company~~ files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a current report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or information “furnished” pursuant to items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Adverum Biotechnologies, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery ~~Date~~ Date, and each time thereafter during the term of this Agreement, the Company (i) ~~the Company~~ files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” under Items 2.02, 7.01. or 9.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down ~~Date~~ Date, if requested by ~~Xxxxx~~Cxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cxxxx sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Rhythm Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Alpha Teknova, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) ~~the Company~~ files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement ~~Shares~~Shares pursuant to such Agency Transaction, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Adaptimmune Therapeutics PLC)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date ~~and~~ and, thereafter, each time (i) the Company ~~files the Prospectus relating to the Placement Shares or~~ amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files ~~its~~ a quarterly ~~reports~~ report on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down ~~Date if requested by Xxxxx~~Date. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the ~~earlier to occur of the date the~~ Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date~~) and the next occurring Bring-Down Date~~); provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Ultragenyx Pharmaceutical Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Biodesix Inc)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this ~~Agreement~~Agreement or relating solely to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); , the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~XX Xxxxx (which such request, in the case of clause (iv) above, shall be made only if XX Xxxxx determines in its sole discretion that the information contained in such current report on Form 8-K is material). The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (vTv Therapeutics Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) ~~the Company~~ files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) ~~within three (3) Trading Days of~~ on any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Repare Therapeutics Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release and other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (2seventy Bio, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares (other than (x) the Prospectus Supplement filed on the date hereof of (x) a prospectus supplement filed in accordance with the requirements of Section 7(l) of this Agreement) or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Revance Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files ~~the~~ a Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or ~~the~~ a Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) ), within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Alpine Immune Sciences, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Revance Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); , the Company shall furnish ~~Xxxxx~~ the Sales Agents with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by ~~Xxxxx~~the Sales Agents. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ the Sales Agents with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ any Sales Agent sells any Placement Shares, the Company shall provide ~~Xxxxx~~ the Sales Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Common Stock Sales Agreement (NUSCALE POWER Corp)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files ~~the~~ a Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or ~~the~~ a Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or ~~the~~ a Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; , or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) ), within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Alpine Immune Sciences, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement the Company (i) ~~the Company~~ files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company~~ files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company~~ files a current report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or information “furnished” pursuant to items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Xxxxx reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Adverum Biotechnologies, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement, (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (MedAvail Holdings, Inc.)

Bring-Down Dates; Certificate. ~~On or prior~~ Prior to the delivery of the First ~~Delivery Date and~~ Placement Notice and, following the delivery of the First Placement Notice, each time during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares (other than (x) the Prospectus Supplement filed on or about the date hereof or (y) a prospectus supplement filed solely to meet the requirements of Section 7(l) of this Agreement) or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed ~~in accordance~~ solely to meet the requirements of with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Wedbush (but in the case of clause (iv) above only if (x) a Placement Notice is pending and (y) Wedbush reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Wedbush. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Wedbush with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Wedbush sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Wedbush with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (TScan Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an ~~annual report~~ Annual Report on Form 10-K under the Exchange Act; (iii) the Company files its ~~quarterly reports~~ Quarterly Reports on Form 10-Q under the Exchange Act; or (iv) the Company files a ~~report~~ Current Report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other financial information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Dianthus Therapeutics, Inc. /DE/)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date ~~and~~ and, following the First Delivery Date, each time during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares (other than (x) the Prospectus Supplement filed on or about the date hereof or (y) a prospectus supplement filed solely to meet the requirements of Section 7(l) of this Agreement) or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed ~~in accordance~~ solely to meet the requirements of with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen (but in the case of clause (iv) above only if (x) a Placement Notice is pending and (y) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Aadi Bioscience, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Entrada Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Rallybio Corp)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information furnished, and not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act ~~(each~~ that is material to the offering of securities of the Company(each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of after any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any ~~Placement~~ Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (22nd Century Group, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery ~~Date~~ Date, and during the term of this Agreement, and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K) under the Exchange ~~Act~~ Act, and TX Xxxxx has reasonably determined that the information contained in the Form 8-K is material to a holder of Common Stock (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish TX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ one (31) Trading ~~Days~~ Day of any Bring-Down Date if requested by TX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide TX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or TX Xxxxx sells any Placement Shares, the Company shall provide TX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Elevation Oncology, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) that is material to the offering of securities of the Company in XX Xxxxx’x reasonable discretion) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) (but in the case of clause (iv) above only if XX Xxxxx reasonably determines that the information contained in such current report on Form 8-K of the Company is material) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (scPharmaceuticals Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Cabaletta Bio, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery ~~Date~~ Date, and during the term of this Agreement, and each time (i) the Company files the Prospectus relating to the Placement Shares (other than as part of any filing prior to the time of the initial effectiveness of the Registration Statement) or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Anaptysbio, Inc)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares (other than (x) the Prospectus Supplement filed on or about the date hereof or (y) a prospectus supplement filed solely to meet the requirements of Section 7(l) of this Agreement) or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock, and (3) Cowen requests such certification within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Allakos Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) ~~the Company files the Prospectus relating to the Placement Shares or~~ amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) ~~the Company~~ files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the ~~Company~~ files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three ~~(3)~~ Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Revolution Medicines, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery ~~Date~~ Date, and during the term of this Agreement, and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form ~~10-~~10- K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.quarter

Appears in 1 contract

Samples: Common Stock Sales Agreement (Anaptysbio, Inc)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an ~~annual report~~ Annual Report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act or (v) the Company desires to sell Placement Shares during the period between the issuance of an Earnings Announcement and a Filing Time in accordance with Section 3(c) (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cxxxx sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Greenlane Holdings, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Nektar Therapeutics)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Relay Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) ), within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Terns Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act and XX Xxxxx reasonably determines that the information contained in such report on Form 8-K is material (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Olema Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring ~~Bring-~~Bring- Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (Vir Biotechnology, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx (but in the case of clause (iv) above, provided that the Company promptly informs Xxxxx of such Form 8-K filing, only if (1) a Placement Notice is pending, (2) Xxxxx reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock and (3) Xxxxx requests such certificate within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Sage Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a ~~report~~ Current Report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Common Stock Sales Agreement (Blueprint Medicines Corp)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange ~~Act~~Act (a “Form 10-K Bring-Down Date”); (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen (but in the case of clause (iv) above, only if Cowen reasonably determines that the information contain in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (23andMe Holding Co.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a ~~prospectus supplement~~ Prospectus Supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within ~~three~~ two (32) Trading Days of any Bring-Down Date if requested by XX Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide XX Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or XX Xxxxx sells any Placement Shares, the Company shall provide XX Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Rapid Micro Biosystems, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company ~~files the Prospectus relating to the Placement Shares or~~ amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx (but in the case of clause (iv) above only if (1) a Placement Notice is pending and (2) Xxxxx reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Ovid Therapeutics Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than ~~an earnings release~~information “furnished” pursuant to Item 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) that is material to the offering of securities of the Company in Xxxxx’x reasonable discretion) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) (but in the case of clause (iv) above only if Xxxxx reasonably determines that the information contained in such current report on Form 8-K of the Company is material) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (scPharmaceuticals Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time subsequently thereafter the during the term of this Agreement the Company files (i) ~~the Company files~~ the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement or filed solely for the purpose of reducing the amount of Placement Shares that may be sold pursuant to this Agreement or suspending the sale of Placement Shares under this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) ~~the Company files~~ an annual report on Form 10-K under the Exchange Act; (iii) ~~the Company files~~ its quarterly reports on Form 10-Q under the Exchange Act; or (iv) ~~the Company files~~ a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act and Cowen reasonably determines that the information contained in such report on Form 8-K is material (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); , the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Brightcove Inc)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a current report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is ~~pending~~pending (which for such calendar quarter shall be not be considered a Bring-Down Date for purposes of Sections 7(n)and 7(o)), which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Intercept Pharmaceuticals, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company ~~files the Prospectus relating to the Placement Shares or~~ amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information furnished, and not filed, pursuant to Item 2.02 or Item 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of after any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Nkarta, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery ~~Date~~ Date, and each time thereafter during the term of this Agreement, (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” under Items 2.02, 7.01. or 9.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen (but in the case of clause (iv) above only if (1) a Placement Notice is pending, (2) Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock, and (3) Cowen requests such certification within three (3) days after the filing of such Form 8-K with the Commission) with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Common Stock Sales Agreement (Edgewise Therapeutics, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time thereafter during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Nuvalent, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the ~~Placement~~ Shares or amends or supplements the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the ~~Placement~~ Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”); the Company shall furnish ~~Xxxxx~~ the Sales Agents with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~a Sales Agent. The requirement to provide a certificate under this Section 7(m) shall be automatically waived for any Bring-Down Date occurring at a time at which no ~~Placement Notice~~ Agency Transaction is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell ~~Placement~~ Shares in an Agency Transaction following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ the Sales Agents with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ a Sales Agent sells any ~~Placement Shares~~Shares pursuant to such Agency Transaction, the Company shall provide ~~Xxxxx~~ the Sales Agents with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice. With respect to any Principal Transaction pursuant to a Terms Agreement, the certificate in the form attached hereto as Exhibit 7(m) shall be delivered at the Principal Settlement Date.

Appears in 1 contract

Samples: Sales Agreement (ChargePoint Holdings, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time during the term of this Agreement (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings ~~release~~release or other information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosures pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Bring-Down Date”) (but in the case of clause (iv) above only if Cowen reasonably determines that the information contained in such Form 8-K is material to a holder of Common Stock); the Company shall furnish ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by ~~Xxxxx~~Cowen. The requirement to provide a certificate under this Section 7(m) shall automatically be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide ~~Xxxxx~~ Cowen with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or ~~Xxxxx~~ Cowen sells any Placement Shares, the Company shall provide ~~Xxxxx~~ Cowen with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Sales Agreement (Coherus BioSciences, Inc.)

Bring-Down Dates; Certificate. On or prior to the First Delivery Date and each time (i) the Company files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) the Company files an annual report on Form 10-K under the Exchange Act; (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) the Company files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “"Bring-Down Date”"); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Bring-Down Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date~~; provided, however, that such waiver shall not apply for any Bring-Down Date on which the Company files its annual report on Form 10-K.~~ . Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

Appears in 1 contract

Samples: Common Stock Sales Agreement (Annexon, Inc.)

Common use of Bring-Down Dates; Certificate Clause in Contracts