No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 26 contracts
Samples: Equity Distribution Agreement (Essex Portfolio Lp), Equity Distribution Agreement (Essex Portfolio Lp), Equity Distribution Agreement (Essex Portfolio Lp)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 23 contracts
Samples: Common Stock Sales Agreement (Jounce Therapeutics, Inc.), Sales Agreement (Syndax Pharmaceuticals Inc), Sales Agreement (Syndax Pharmaceuticals Inc)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesCompany, (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminentimminent except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 20 contracts
Samples: Underwriting Agreement (S&W Seed Co), Underwriting Agreement (S&W Seed Co), Underwriting Agreement (S&W Seed Co)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 16 contracts
Samples: Sales Agreement (Lyell Immunopharma, Inc.), Sales Agreement (Ovid Therapeutics Inc.), Clearside Biomedical, Inc.
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 15 contracts
Samples: Sales Agreement (Flux Power Holdings, Inc.), Sales Agreement (Cyclacel Pharmaceuticals, Inc.), Sales Agreement (CASI Pharmaceuticals, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesCompany, (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 12 contracts
Samples: Placement Agency Agreement (Adomani, Inc.), Securities Purchase Agreement (Adomani, Inc.), Placement Agency Agreement (Adomani, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiariesCompany, (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminentimminent except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 9 contracts
Samples: Ascent Solar Technologies, Inc., Syngence Corp, Underwriting Agreement (Vaughan Foods, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary and officer or director, (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (C) any such action, suit or proceeding is or would be material in the context of the sale of Shares. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 8 contracts
Samples: Underwriting Agreement (Sabra Health Care REIT, Inc.), Sabra Health Care (Sabra Health Care REIT, Inc.), Underwriting Agreement (Sabra Health Care REIT, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, subsidiaries (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adverselyadversely to the Company or such subsidiary, would individually or in the aggregate reasonably be expected to result in a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would reasonably be expected to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) to the Company’s knowledge, there is a reasonable possibility substantial likelihood that such action, suit or proceeding might will be determined adversely to the Company Company, such subsidiary or such subsidiary and officer or director, (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (C) any such action, suit or proceeding is or would be material in the context of the sale of Shares. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or to the Company’s knowledge, with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 6 contracts
Samples: Underwriting Agreement (Neurocrine Biosciences Inc), Underwriting Agreement (Neurocrine Biosciences Inc), Underwriting Agreement (Neurocrine Biosciences Inc)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits suits, investigations, inquiries or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesthe Subsidiaries, (ii) which has have as the subject thereof property owned or leased by, or to the Company’s knowledge, any officer or director of, or property owned or leased by, the Company or any of its subsidiaries the Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (B) any such action, suit or proceeding is or would be material in the context of the sale of Shares. No material labor dispute with the employees of the Company or any of its subsidiaries the Subsidiaries, or, to the Company’s knowledge, with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 6 contracts
Samples: Agency Agreement (India Globalization Capital, Inc.), India Globalization Capital, Inc., Agency Agreement (India Globalization Capital, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariessubsidiaries (including without limitation the Operating Partnership), (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries (including without limitation the Operating Partnership) or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary and officer or director, (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (C) any such action, suit or proceeding is or would be material in the context of the sale of Placement Shares. No material labor dispute with the employees of the Company or any of its subsidiaries (including without limitation the Operating Partnership) exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 6 contracts
Samples: Distribution Agreement (American Realty Capital Properties, Inc.), Equity Distribution Agreement (American Realty Capital Properties, Inc.), The Agreement (American Realty Capital Properties, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 6 contracts
Samples: Underwriting Agreement (Carey International Inc), Underwriting Agreement (Dave & Busters Inc), Underwriting Agreement (Carey International Inc)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 6 contracts
Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Pc Tel Inc), Underwriting Agreement (Action Performance Companies Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 6 contracts
Samples: Underwriting Agreement (Essex Property Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (MKS Instruments Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 5 contracts
Samples: Underwriting Agreement (Novatel Wireless Inc), Underwriting Agreement (Acorda Therapeutics Inc), Helix Energy Solutions Group Inc
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, Company; (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries Company; or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminentimminent except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 5 contracts
Samples: Underwriting Agreement (Derma Sciences, Inc.), Underwriting Agreement (Derma Sciences, Inc.), Underwriting Agreement (Derma Sciences, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 5 contracts
Samples: Sales Agreement (Adverum Biotechnologies, Inc.), Sales Agreement (MedAvail Holdings, Inc.), Sales Agreement (DermTech, Inc.)
No Material Actions or Proceedings. Except as disclosed in the ProspectusProspectuses, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 4 contracts
Samples: Sales Agreement (Endeavour Silver Corp), Sales Agreement (Golden Star Resources Ltd.), Sales Agreement (Endeavour Silver Corp)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 4 contracts
Samples: Underwriting Agreement (Petroleum Development Corp), Underwriting Agreement (Petroleum Development Corp), Alphanet Solutions Inc
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiary, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiary, or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) including without limitation, any such action, suit or proceedingproceeding for which, to the Company’s knowledge, there is a substantial likelihood that it will be determined adversely to the Company, a Subsidiary or any such officer or director), if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect would restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiary exists or, to the best of the Company’s knowledge, is threatened or imminentthreatened.
Appears in 4 contracts
Samples: Underwriting Agreement (Cachet Financial Solutions, Inc.), Underwriting Agreement (Cachet Financial Solutions, Inc.), Underwriting Agreement (Cachet Financial Solutions, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesthe NRLBH, (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries the NRLBH or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary the NRLBH and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 4 contracts
Samples: Underwriting Agreement (Atossa Genetics Inc), Underwriting Agreement (Atossa Genetics Inc), Placement Agent Agreement (Atossa Genetics Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened in writing (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 4 contracts
Samples: Sales Agreement (Aptinyx Inc.), Common Stock (Aptinyx Inc.), Sales Agreement (Allena Pharmaceuticals, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 3 contracts
Samples: Sales Agreement (Curis Inc), Curis Inc, Curis Inc
No Material Actions or Proceedings. Except as disclosed in the Registration Statement and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary officer or director, and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent, which would reasonably be expected to result in a Material Adverse Change.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent, except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 3 contracts
Samples: Underwriting Agreement (Prologis), Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 3 contracts
Samples: Sales Agreement (Brightcove Inc), Sales Agreement (Vicarious Surgical Inc.), Common Stock Sales Agreement (AppHarvest, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement or any Terms Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 3 contracts
Samples: Sales Agreement (Cabaletta Bio, Inc.), Sales Agreement (Cabaletta Bio, Inc.), Sales Agreement (Cabaletta Bio, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 3 contracts
Samples: Sales Agreement (Immunomedics Inc), Sales Agreement (Ultragenyx Pharmaceutical Inc.), Sales Agreement (Ultragenyx Pharmaceutical Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 3 contracts
Samples: Global Signal Inc, Global Signal Inc, Global Signal Inc
No Material Actions or Proceedings. Except as disclosed in the ProspectusOffering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or materially adversely affect the consummation of the transactions contemplated by this Agreement. No material To the Company’s knowledge, or except as would not reasonably be expected to result in a Material Adverse Change, no labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, exists or, to the best of the Company’s knowledge, or is threatened or imminent.
Appears in 2 contracts
Samples: Purchase Agreement (Mueller Water Products, Inc.), Purchase Agreement (Mueller Water Products, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariessubsidiary, (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiary exists or, to the best of the Company’s knowledge, is threatened or imminentimminent except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Smart Move, Inc.), Underwriting Agreement (Smart Move, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiary, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiary, or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) including without limitation, any such action, suit or proceedingproceeding for which, to the Company's knowledge, there is a substantial likelihood that it will be determined adversely to the Company, a Subsidiary or any such officer or director), if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect would restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiary exists or, to the best of the Company’s 's knowledge, is threatened or imminentthreatened.
Appears in 2 contracts
Samples: Underwriting Agreement (Peekay Boutiques, Inc.), Underwriting Agreement (Peekay Boutiques, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, Subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination mattersSubsidiaries, where in any such case (A) there it is a reasonable possibility reasonably expected that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement and by the preliminary prospectus and the Prospectus in the “Use of Proceeds” section. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminentimminent which, if determined adversely to the Company would reasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Allis Chalmers Energy Inc.), Underwriting Agreement (Allis Chalmers Energy Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Aeroflex Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiary, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiary, or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) including without limitation, any such action, suit or proceedingproceeding for which, to the Company’s knowledge, there is a substantial likelihood that it will be determined adversely to the Company, a Subsidiary or any such officer or director), if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect would restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiary exists or, to the best of the Company’s knowledge, is threatened or imminentthreatened.
Appears in 2 contracts
Samples: Underwriting Agreement (Diversified Restaurant Holdings, Inc.), Underwriting Agreement (Diversified Restaurant Holdings, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminentthreatened.
Appears in 2 contracts
Samples: Sales Agreement (Nautilus Biotechnology, Inc.), Sales Agreement (Nautilus Biotechnology, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or or, to the Company's knowledge, affecting the Company or any of its subsidiariesCompany, (ii) which has as the subject thereof any officer or director (with respect to actions or inactions in his capacity as officer or director) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminentimminent which would reasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Il Fornaio America Corp), Underwriting Agreement (Il Fornaio America Corp)
No Material Actions or Proceedings. Except as disclosed in the Registration Statement and any Applicable Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such actionwhich, suit or proceeding might be if determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Luxfer Holdings PLC), Underwriting Agreement (Luxfer Holdings PLC)
No Material Actions or Proceedings. Except as disclosed in the Registration Statement and Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiariesCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent. To the Company's knowledge, no labor dispute exists with the employees of any principal supplier of the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Hybrid Networks Inc), Underwriting Agreement (Hybrid Networks Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement or any Terms Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Sales Agreement (Bionano Genomics, Inc), Sales Agreement (Nektar Therapeutics)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits actions, suits, claims, investigations or proceedings pending or, to the best of the Company’s 's knowledge, threatened or contemplated (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has have as the subject thereof any officer or director (in his or her capacity as such) of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such Subsidiary or such subsidiary officer or director and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementEffect. No material labor labour dispute with the employees or independent contractors of the Company or any of its subsidiaries Subsidiaries, or, to the Company's knowledge, with the employees of any principal supplier, manufacturer, customer or contractor of the Company, that, in either case, would reasonably be expected to result in a Material Adverse Effect, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Subscription Agreement (Hydrogen Co), Subscription Agreement (Hydrogenics Corp)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, subsidiaries or to which any property of the Company or any of its subsidiaries is the subject or (ii) which has that have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matterssubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary officer or director and (B) any such action, suit or proceeding, if so determined adversely, would would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material Except as disclosed in the Registration Statement and the Prospectus or except where such labor disputes would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, no labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Olympic Steel Inc, Olympic Steel Inc
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiariessubsidiaries or any of the Partnerships, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or any of the Partnerships or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary or such Partnership and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company Company, any of its subsidiaries, or any of its subsidiaries the Partnerships, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Urstadt Biddle Properties Inc), Underwriting Agreement (Urstadt Biddle Properties Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or, to the best knowledge of the Company, with the employees of any principal supplier of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Symmetry Medical Inc.), Underwriting Agreement (Symmetry Medical Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits suits, proceedings, inquiries or proceedings investigations pending or, to the best knowledge of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would could reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementChange. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Sales Agreement (scPharmaceuticals Inc.), Sales Agreement (scPharmaceuticals Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Sales Agreement (aTYR PHARMA INC), Alimera Sciences Inc
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesCRLLC, (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries CRLLC or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary CRLLC and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Code Rebel Corp), Underwriting Agreement (Code Rebel Corp)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Sales Agreement (Sera Prognostics, Inc.), Sales Agreement (GeneDx Holdings Corp.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSignificant Subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Significant Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Significant Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Significant Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: XOMA Corp, Common Stock (XOMA Corp)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s or any Guarantor’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, by the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matterssubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement, except as otherwise disclosed in the Offering Memorandum. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Purchase Agreement (Speedway TBA, Inc.), Purchase Agreement (Speedway Motorsports Inc)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary and officer or director, or (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent, which would reasonably be expected to result in a Material Adverse Change.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminentimminent except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.), McCormick & Schmicks Seafood Restaurants Inc.
No Material Actions or Proceedings. Except as otherwise disclosed in the ProspectusProspectus and the Incorporated Documents, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent, except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened in writing (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Sales Agreement (Allena Pharmaceuticals, Inc.), Sales Agreement (Allena Pharmaceuticals, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries or, to the knowledge of the Company, with the employees of any principal supplier of the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (Synagro Technologies Inc), Synagro Technologies Inc
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting to which the Company or any of its subsidiariessubsidiaries is a party, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to to, individually or in the aggregate, result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Common Stock (Recro Pharma, Inc.), Baudax Bio, Inc.
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariessubsidiary, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor problem or dispute with the employees of the Company or any of its subsidiaries subsidiary exists or, to the best of the Company’s knowledge, or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, contractors or customers, that would result in a Material Adverse Change.
Appears in 2 contracts
Samples: Sales Agreement (Krystal Biotech, Inc.), Sales Agreement (Krystal Biotech, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s or Issuers’ knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary and (B) any such action, suit officer or proceedingdirector and, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (B) any such action, suit or proceeding is or would be material in the context of the sale of the Securities. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s or Issuers’ knowledge, is threatened or imminent, except where such dispute or disputes, individually or in the aggregate, would not have a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Sabra Health Care REIT, Inc.), Underwriting Agreement (Sabra Health Care REIT, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (iA) against or affecting the Company or any of its subsidiaries, (iiB) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iiiC) relating to environmental or discrimination matters, where in any such case (A1) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B2) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (UpHealth, Inc.), Underwriting Agreement (UpHealth, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or the Pre-Offering Transactions. No material labor dispute with the employees of the Company or with the employees of any of its subsidiaries third party, with whom the Company has a material relationship, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Underwriting Agreement (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)
No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director (in such capacities) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminentimminent except for such disputes as would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Converted Organics Inc.), Underwriting Agreement (Converted Organics Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary and officer or director, or (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 2 contracts
Samples: Sales Agency Agreement (Chicago Bridge & Iron Co N V), Sales Agency Agreement (Chicago Bridge & Iron Co N V)
No Material Actions or Proceedings. Except as disclosed in the Registration Statement or the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminentthreatened.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or Company, any of its subsidiaries or its advisor, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed set forth in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
Samples: California Pizza Kitchen Inc
No Material Actions or Proceedings. Except as disclosed in the ProspectusProspectuses, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might would be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent. The Company is not aware of any existing or imminent labor disturbance by the employees of any of its material suppliers which may reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Samples: Entegris Inc
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor problem or dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, contractors or customers, that would result in a Material Adverse Change.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, investigations, suits or proceedings pending or threatened or, to the best of the Company’s knowledge, threatened contemplated (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any executive officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Nelnet Inc
No Material Actions or Proceedings. Except as disclosed in the ProspectusSEC Reports, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Securities Purchase Agreement (Adverum Biotechnologies, Inc.)
No Material Actions or Proceedings. Except as disclosed in the ProspectusRegistration Statement, Final Prospectus and the Disclosure Package, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor problem or dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledgeknowledge of the Company or the Selling Shareholder (as the case may be), threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledgeknowledge of the Company or the Selling Shareholder (as the case may be), is threatened or imminent.
Appears in 1 contract
Samples: American Finance Group Inc /De/
No Material Actions or Proceedings. Except as otherwise disclosed in the ProspectusCIM, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) threatened against or affecting any of the Company or any of its subsidiariesParties, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Parties or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change Effect or adversely affect the consummation of the transactions contemplated by this AgreementTransactions or (B) any such action, suit or proceeding is or would be material in the context of the offer and sale of Notes. No material labor dispute with the employees of any of the Company Parties, or with the employees of any principal supplier of its subsidiaries the Company Parties, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Regulation D Purchase Agreement (Energy Xxi (Bermuda) LTD)
No Material Actions or Proceedings. Except as otherwise disclosed in the ProspectusOffering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) threatened against or affecting the Company or any of its subsidiaries, or (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matterssubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. The Company has not received notice of any securities commission orders or cease trade orders with respect to any securities of the Company or its subsidiaries. No material labor dispute with the employees of the Company or any of its subsidiaries Material Subsidiaries, exists or, to the best of the Company’s knowledge, is threatened or imminentimminent that could, in either case, reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened in writing (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Common Stock (Immunogen Inc)
No Material Actions or Proceedings. Except as otherwise disclosed in the ProspectusOffering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) threatened against or affecting the Company or any of its subsidiaries, or (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matterssubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. The Company has not received notice of any securities commission orders or cease trade orders with respect to any securities of the Company or its subsidiaries. No material labor dispute with the employees of the Company or any of its subsidiaries Material Subsidiaries, exists or, to the best of the Company’s 's knowledge, is threatened or imminentimminent that could, in either case, reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Samples: Quebecor Media Inc
No Material Actions or Proceedings. Except as otherwise disclosed in the Final Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, Subsidiaries where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries, or with the employees of any principal supplier of the Company or any of its Subsidiaries, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Underwriting Agreement (Walter Industries Inc /New/)
No Material Actions or Proceedings. Except as otherwise disclosed in the ProspectusRegistration Statement, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Atrix Laboratories Inc
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal lessee of the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as otherwise disclosed in the ProspectusOffering Circular, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting Holdings, the Company or any of its subsidiaries, subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased byby Holdings, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matterssubsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might could be determined adversely to Holdings, the Company or such subsidiary and (B) any such action, suit or proceedingand, if so determined adverselyadversely to Holdings, the Company or such subsidiary, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's and the Selling Stockholder's knowledge, threatened (iI) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the a subject thereof any officer or director of, or property (including intellectual property) owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s 's knowledge, is threatened or imminentimminent which would reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary officer or director, and (B) any such action, suit or proceeding, if so determined adversely, adversely would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or (B) any such action, suit or proceeding is or would be material in the context of the sale of Offered Shares. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or, to the best knowledge of the Company, with the employees of any principal supplier of the Company, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or by the Prospectus. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) to the Company’s knowledge, there is a reasonable possibility substantial likelihood that such action, suit or proceeding might will be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No Except as disclosed in the Prospectus, no material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are is no legal or governmental actionsaction, suits suit or proceedings proceeding pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A1) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B2) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best knowledge of the Company’s knowledge, is threatened or imminent.. (q)
Appears in 1 contract
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened threatened: (i) against or affecting the Company or any of its subsidiaries, Company; (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Company; or (iii) relating to environmental or discrimination mattersmatters against or affecting the Company, where in any each such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary officer or director and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Underwriting Agreement (Patriot Capital Funding, Inc.)
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute exists with the employees of the Company or any of its subsidiaries exists subsidiaries, or, to the Company's knowledge, with the employees of any principal supplier of the Company, or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Streamline Com Inc
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company Company, the Acquired Businesses or any of its subsidiaries, their respective subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company Company, the Acquired Businesses or any of its their respective subsidiaries or (iii) relating to environmental or discrimination mattersand, where in any such case (A) there is a reasonable possibility that such actioneach case, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would is reasonably be expected likely to result in a Material Adverse Change or adversely affect seeks to enjoin the consummation of the transactions contemplated by this Agreement. No Except as would not result in a Material Adverse Change, no material labor dispute with the employees of the Company Company, the Acquired Businesses or any of its subsidiaries their respective subsidiaries, or with the employees of any principal supplier of the Company or the Acquired Businesses, exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
No Material Actions or Proceedings. Except as otherwise disclosed or contemplated in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiariesCompany, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or with the employees of any principal supplier of its subsidiaries the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Entremed Inc
No Material Actions or Proceedings. Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminentthreatened.
Appears in 1 contract
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries subsidiaries, or with the employees of any principal supplier of the Company, exists or, to the best of the Company’s 's knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Underwriting Agreement (American Superconductor Corp /De/)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Sales Agreement (Curis Inc)
No Material Actions or Proceedings. Except as otherwise disclosed in the Prospectus, there are is no legal or governmental actionsaction, suits suit or proceedings proceeding pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A1) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary Subsidiary and (B2) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this AgreementAgreement or the Formation Agreements. No material labor dispute with the employees of the Company or any of its subsidiaries Subsidiaries exists or, to the best knowledge of the Company’s knowledge, is threatened or imminent.
Appears in 1 contract
Samples: Underwriting Agreement (Hanover Capital Holdings Inc)