Common use of No Material Adverse Effect or Ratings Agency Change Clause in Contracts

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 5 contracts

Samples: Underwriting Agreement (Adma Biologics, Inc.), Underwriting Agreement (Fogo De Chao, Inc.), Underwriting Agreement

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No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Cerecor Inc.), Underwriting Agreement (Albireo Pharma, Inc.)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that such term is used defined in Rule 15c3-1(c)(2)(vi)(FSection 3(a)(62) under of the Exchange Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Epizyme, Inc.), Underwriting Agreement (Epizyme, Inc.)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse EffectChange; and (ii) there shall not have occurred any material downgrading, nor shall any notice have been given of any intended or potential material downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Ship Lease, Inc.), Underwriting Agreement (Global Ship Lease, Inc.)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the reasonable judgment of the Representatives there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 2 contracts

Samples: Underwriting Agreement (AFC Gamma, Inc.), Underwriting Agreement (AFC Gamma, Inc.)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares and/or Optional Warrant Combinations purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that such term is used defined in Rule 15c3-1(c)(2)(vi)(FSection 3(a)(62) under of the Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (Epizyme, Inc.)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that such term is used in defined for purposes of Rule 15c3-1(c)(2)(vi)(F436(g)(2) under the Exchange Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Vector Group LTD)

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No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares Securities purchased after the First Closing Date, each the Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that such term is used defined in Rule 15c3-1(c)(2)(vi)(F) under Section 15E of the Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (Vector Group LTD)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives Representative, there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (Spectrum Pharmaceuticals Inc)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i1) in the judgment of the Representatives Underwriter there shall not have occurred any Material Adverse Effect; and (ii2) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (Senseonics Holdings, Inc.)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (Strongbridge Biopharma PLC)

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares Securities purchased after the First Closing Date, each the Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Effect; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that such term is used in defined for purposes of Rule 15c3-1(c)(2)(vi)(F436(g)(2) under the Exchange Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Vector Group LTD)

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