Common use of Changes After Dates in Registration Statement Clause in Contracts

Changes After Dates in Registration Statement. (i) Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (1) there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”); (2) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and (3) no officer or director of the Company has resigned from any position with the Company. (ii) Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Appears in 2 contracts

Samples: Placement Agent Agreement (Inmune Bio, Inc.), Placement Agent Agreement (Inmune Bio, Inc.)

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Changes After Dates in Registration Statement. (i) Since the respective dates as of which information is given in the Registration StatementDecember 31, the Pricing Disclosure Package and the Prospectus2018, except as otherwise specifically stated therein: (1) there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”); (2) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and (3) no officer or director of the Company has resigned from any position with the Company. (ii) Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings/losses, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company (any such change is called a “Material Adverse Change”), (ii) the Company has not incurred any material liability or obligation, indirect, direct or contingent nor entered into any material transaction or agreement, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of share capital or repurchase or redemption by the Company of any class of share capital, except any such repurchase or redemption as may have occurred under the Company’s equity compensation plans. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 2(m)), the Company has not: (i) issued not sent or received any securities communication regarding termination of, or incurred intent not to renew, any liability of the contracts, agreements or obligationcustomer relationships referred to or described in the Registration Statement, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stockthe Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

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

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