Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 162 contracts
Samples: Open Market Sale (Alvotech), Open Market Sale (Avadel Pharmaceuticals PLC), Open Market Sale (Vivani Medical, Inc.)
Material Adverse Changes. Except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 14 contracts
Samples: Sales Agreement (Solid Biosciences Inc.), Sales Agreement (Solid Biosciences Inc.), Open Market Sale (Scholar Rock Holding Corp)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeEffect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 12 contracts
Samples: Sales Agreement (Innate Pharma SA), Open Market Sale Agreement (Esperion Therapeutics, Inc.), Sales Agreement (Innate Pharma SA)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent Agents there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 8 contracts
Samples: Sales Agreement (MICROSTRATEGY Inc), Sales Agreement (MICROSTRATEGY Inc), Sales Agreement (MICROSTRATEGY Inc)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the reasonable judgment of the Agent there nothing shall not have occurred any that would reasonably be expected to have a Material Adverse ChangeEffect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 6 contracts
Samples: Open Market Sale (Intellia Therapeutics, Inc.), Open Market Sale (CRISPR Therapeutics AG), CRISPR Therapeutics AG
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.. (iv)
Appears in 6 contracts
Samples: Open Market Sale (Vaccinex, Inc.), Urban One, Inc., Urban One, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 6 contracts
Samples: Open Market Sale Agreement (Spruce Biosciences, Inc.), Open Market Sale (AC Immune SA), Open Market Sale (AC Immune SA)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given received by the Company of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 6 contracts
Samples: Open Market Sale (Arrowhead Pharmaceuticals, Inc.), Open Market Sale (Arrowhead Pharmaceuticals, Inc.), Open Market Sale (Bellerophon Therapeutics, Inc.)
Material Adverse Changes. Except as disclosed in the Registration Statement or Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 5 contracts
Samples: Open Market Sale (Concert Pharmaceuticals, Inc.), Open Market Sale (Arbutus Biopharma Corp), Aldeyra Therapeutics, Inc.
Material Adverse Changes. Except as disclosed in the Registration Statement, Prospectus and the Time of Sale Information, (a) in the judgment of the Agent Agents there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 4 contracts
Samples: Equity Distribution Agreement (BridgeBio Pharma, Inc.), CureVac N.V., BridgeBio Pharma, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus U.S. Prospectuses and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 4 contracts
Samples: Open Market Sale (BELLUS Health Inc.), Open Market Sale (Neptune Wellness Solutions Inc.), Open Market Sale (Aurinia Pharmaceuticals Inc.)
Material Adverse Changes. Except as disclosed in the Registration Statement, Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 3 contracts
Samples: Sales Agreement (Cibus, Inc.), Calyxt, Inc., LogicBio Therapeutics, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale InformationProspectus, (a) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeChange that, in the judgment of the Agent, makes it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of in Section 3(a)(62) of the Exchange Act.
Appears in 3 contracts
Samples: Open Market Sale (BioXcel Therapeutics, Inc.), Open Market Sale (BioXcel Therapeutics, Inc.), Open Market Sale (BioXcel Therapeutics, Inc.)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (aA) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (bB) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 3 contracts
Samples: Open Market Sale (NeuBase Therapeutics, Inc.), Viridian Therapeutics, Inc.\DE, Viridian Therapeutics, Inc.\DE
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent Agents there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Tilray Brands, Inc.), Sales Agreement (Tilray Brands, Inc.)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale InformationProspectus, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Orchestra BioMed Holdings, Inc., BiomX Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Open Market Sale (Vuzix Corp), Tyme Technologies, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent Forward Purchaser there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Open Market Sale (Janus International Group, Inc.), Open Market Sale (Smart Sand, Inc.)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the reasonable judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Open Market Sale (scPharmaceuticals Inc.), Vapotherm Inc
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any public notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Open Market Sale (ImmunoGen, Inc.), Open Market Sale (ImmunoGen, Inc.)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeEffect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Sales Agreement (Inventiva S.A.), Sales Agreement (Inventiva S.A.)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization” " as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Sales Agreement (ImmunoPrecise Antibodies Ltd.), Open Market Sale (ImmunoPrecise Antibodies Ltd.)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Changematerial adverse change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Aura Biosciences, Inc., ADC Therapeutics SA
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (aA) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeEffect; and (bB) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 2 contracts
Samples: Open Market Sale (Corbus Pharmaceuticals Holdings, Inc.), Corbus Pharmaceuticals Holdings, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (aA) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeEffect; and (bB) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Fluidigm Corp
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any Exhibit 10.1 securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Deciphera Pharmaceuticals, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus Prospectuses and the Time of Sale Information, (a) in the judgment of the Agent Agents there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange ActAct that has been retained by the Company.
Appears in 1 contract
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent Agents, there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “"nationally recognized statistical rating organization” " as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeEffect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: VectivBio Holding AG
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Representation Date Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: ASLAN Pharmaceuticals LTD
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, Information (a) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeEffect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.. 276938411 v5
Appears in 1 contract
Samples: Postal Realty Trust, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the reasonable judgment of the Agent there nothing shall not have occurred any that would reasonably be expected to have a Material Adverse ChangeEffect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given received by the Company of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of under Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Wave Life Sciences Ltd.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, : (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: 374Water Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of under Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Contango Oil & Gas Co
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, any Free Writing Prospectus: (aA) in the reasonable judgment of the Agent Agent, there shall not have occurred any Material Adverse Change; and (bB) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Athersys, Inc / New
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries the Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: NantHealth, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse ChangeEffect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Vaxcyte, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, Information (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Postal Realty Trust, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (aA) in the judgment of the Agent Agents there shall not have occurred any Material Adverse Change; and (bB) there shall not have occurred any downgrading, nor and no written notice shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Changematerial adverse effect; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Third Harmonic Bio, Inc.
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given received by the Company of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries the Subsidiary by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (aA) in the reasonable judgment of the Agent there shall not have occurred any Material Adverse Change; and (bB) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries subsidiary by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Open Market Sale Agreement (Constellation Pharmaceuticals Inc)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (aA) in the reasonable judgment of the Agent Forward Purchaser there shall not have occurred any Material Adverse Change; and (bB) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (aA) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (bB) there shall not have occurred any downgrading, nor and no written notice shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Material Adverse Changes. Except as disclosed in the Prospectus Prospectuses and the Time of Sale Information, (a) in the judgment of the Agent Agents there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its the subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange ActAct that has been retained by the Company.
Appears in 1 contract
Samples: Equity Distribution Agreement (Nouveau Monde Graphite Inc.)
Material Adverse Changes. Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible changedowngrading, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
Appears in 1 contract
Samples: Lordstown Motors Corp.