No Material Adverse Effect or Material Adverse Change. Except as set forth in Section 5.8 of the Disclosure Schedule, since the end of the Company’s most recent audited fiscal year: (i) the Company has not experienced or suffered any Material Adverse Effect, and there exists no current state of facts, condition or event which would have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development that would reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company from that set forth in the Commission Documents; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (v) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.
Appears in 2 contracts
Samples: Ordinary Share Purchase Agreement (TNL Mediagene), Ordinary Share Purchase Agreement (Blue Ocean Acquisition Corp)
No Material Adverse Effect or Material Adverse Change. Except as set forth otherwise disclosed in Section 5.8 of the Disclosure Scheduleany Commission Documents, since the end of the Company’s most recent audited fiscal yearDecember 31, 2021: (i) the Company has not experienced or suffered any Material Adverse Effect, and there exists no current state of facts, condition or event which would have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development that would reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company from that set forth in the Commission Documents; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (v) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.
Appears in 1 contract
Samples: Ordinary Shares Purchase Agreement (Pagaya Technologies Ltd.)
No Material Adverse Effect or Material Adverse Change. Except as set forth otherwise disclosed in Section 5.8 of the Disclosure Scheduleany Commission Documents, since the end of the Company’s most recent audited fiscal yearDecember 31, 2021: (i) the Company has not experienced or suffered any Material Adverse Effect, and there exists no current state of facts, condition or event which would reasonably be expected to have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development that would reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company from that set forth in the Commission Documents; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (v) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Eagle Point Income Co Inc.)
No Material Adverse Effect or Material Adverse Change. Except as set forth otherwise disclosed in Section 5.8 of the Disclosure Scheduleany Commission Documents, since the end of the Company’s most recent audited fiscal year: (i) the Company has not experienced or suffered any Material Adverse Effect, and there exists no current state of facts, condition or event which would have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development that would reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company from that set forth in the Commission Documents; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (v) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Signing Day Sports, Inc.)
No Material Adverse Effect or Material Adverse Change. Except as set forth otherwise disclosed or incorporated by reference in Section 5.8 of the Disclosure ScheduleSEC Documents, since the end of the Company’s most recent audited fiscal yearNovember 14, 2023: (ia) the Company has not experienced or suffered any Material Adverse Effect, and there exists no current state of facts, condition or event which would have a Material Adverse Effect; (iib) there has not occurred any material adverse change, or any development that would reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company from that set forth disclosed or incorporated by reference in the Commission SEC Documents; (iiic) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ivd) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (ve) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Interactive Strength, Inc.)