No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 232 contracts
Samples: Underwriting Agreement (Launch Two Acquisition Corp.), Underwriting Agreement (FG Merger II Corp.), Underwriting Agreement (Cantor Equity Partners, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 185 contracts
Samples: Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Argyle Security Acquisition CORP)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 173 contracts
Samples: Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (EzFill Holdings Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 167 contracts
Samples: Underwriting Agreement (CO2 Energy Transition Corp.), Underwriting Agreement (Charlton Aria Acquisition Corp), Underwriting Agreement (CO2 Energy Transition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 166 contracts
Samples: Underwriting Agreement (GATES GROUP Inc.), Underwriting Agreement (Wing Yip Food Holdings Group LTD), Underwriting Agreement (rYojbaba Co., Ltd.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 136 contracts
Samples: Underwriting Agreement (Range Capital Acquisition Corp.), Underwriting Agreement (Tavia Acquisition Corp.), Underwriting Agreement (Cayson Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider affiliates of the Company before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 89 contracts
Samples: Placement Agency Agreement (Glucotrack, Inc.), Placement Agency Agreement (Glucotrack, Inc.), Placement Agency Agreement (Glucotrack, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 77 contracts
Samples: Underwriting Agreement (ASPAC III Acquisition Corp.), Underwriting Agreement (ASPAC III Acquisition Corp.), Underwriting Agreement (SPAC III Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 59 contracts
Samples: Underwriting Agreement (FACT II Acquisition Corp.), Underwriting Agreement (Cohen Circle Acquisition Corp. I), Underwriting Agreement (Cohen Circle Acquisition Corp. I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 57 contracts
Samples: Underwriting Agreement (Hudson Acquisition I Corp.), Underwriting Agreement (Aquaron Acquisition Corp.), Underwriting Agreement (Qomolangma Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Shareholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 54 contracts
Samples: Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Global Lights Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 39 contracts
Samples: Underwriting Agreement (Alta Global Group LTD), Underwriting Agreement (Lirum Therapeutics, Inc.), Underwriting Agreement (Lirum Therapeutics, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 36 contracts
Samples: Underwriting Agreement (Aduro Clean Technologies Inc.), Underwriting Agreement (Aduro Clean Technologies Inc.), Underwriting Agreement (Fenbo Holdings LTD)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 32 contracts
Samples: Underwriting Agreement (Rising Dragon Acquisition Corp.), Underwriting Agreement (YHN Acquisition I LTD), Underwriting Agreement (YHN Acquisition I LTD)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 30 contracts
Samples: Underwriting Agreement (Cascadia Acquisition Corp.), Underwriting Agreement (Cascadia Acquisition Corp.), Underwriting Agreement (Atlas Crest Investment Corp. V)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 28 contracts
Samples: Underwriting Agreement (China Mineral Acquisition CORP), Underwriting Agreement (India Globalization Capital, Inc.), Underwriting Agreement (Phoenix India Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activitiescondition, financial or otherwise, business or prospects of the Company from the latest dates as date of which such condition is set forth in the Registration Statement and the Prospectus, this Agreement; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued by the Commission under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 28 contracts
Samples: Underwriting Agreement (Diginex LTD), Underwriting Agreement (Diginex LTD), Underwriting Agreement (ZJK Industrial Co., Ltd.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Statement, the Statutory Prospectus, and Prospectus; (ii) no action suit action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Respondent before or by any court or foreign, federal, foreign or state commission, board board, or other administrative agency wherein an unfavorable decision, ruling ruling, or finding may materially adversely affect have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement and Statement, the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statutory Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus nor Statutory Prospectus, or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 26 contracts
Samples: Underwriting Agreement (RF Acquisition Corp.), Underwriting Agreement (RF Acquisition Corp.), Underwriting Agreement (RF Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 26 contracts
Samples: Underwriting Agreement (Financial Strategies Acquisition Corp.), Underwriting Agreement (Cleantech Acquisition Corp.), Underwriting Agreement (Cleantech Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 23 contracts
Samples: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 21 contracts
Samples: Underwriting Agreement (Mountain Lake Acquisition Corp.), Underwriting Agreement (Newbury Street II Acquisition Corp), Underwriting Agreement (K&f Growth Acquisition Corp. Ii)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 20 contracts
Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (ia) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (iib) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiic) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (ivd) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 18 contracts
Samples: Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 16 contracts
Samples: Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Prospect Energy Holdings Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 16 contracts
Samples: Underwriting Agreement (Kairos Pharma, LTD.), Underwriting Agreement (OS Therapies Inc), Underwriting Agreement (Kairos Pharma, LTD.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 16 contracts
Samples: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Respondent before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 16 contracts
Samples: Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (Union Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 13 contracts
Samples: Underwriting Agreement (Asia Special Situation Acquisition Corp), Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.), Underwriting Agreement (Industrial Services Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 12 contracts
Samples: Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the IPO Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the IPO Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the IPO Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the IPO Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 12 contracts
Samples: Underwriting Agreement (Environmental Impact Acquisition Corp), Underwriting Agreement (Environmental Impact Acquisition Corp), Underwriting Agreement (B. Riley Principal Merger Corp. II)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company Company, its officers, or any Insider directors before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 12 contracts
Samples: Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (Tenzing Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 12 contracts
Samples: Underwriting Agreement (Cross Z International Inc), Underwriting Agreement (Teardrop Golf Co), Underwriting Agreement (Pivot Rules Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 11 contracts
Samples: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 10 contracts
Samples: Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activitiesbusiness, financial or otherwise, of the Company from the latest dates as of which such condition information is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 9 contracts
Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyresult in a Material Adverse Change, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 9 contracts
Samples: Underwriting Agreement (Nano Nuclear Energy Inc.), Underwriting Agreement (Nano Nuclear Energy Inc.), Underwriting Agreement (Nano Nuclear Energy Inc.)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 9 contracts
Samples: Underwriting Agreement (Timberline Resources Corp), Underwriting Agreement (Timberline Resources Corp), Underwriting Agreement (AspenBio Pharma, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 9 contracts
Samples: Underwriting Agreement (Atlantic Acquisition Corp.), Underwriting Agreement (Atlantic Acquisition Corp.), Underwriting Agreement (Stellar Acquisition III Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 8 contracts
Samples: Underwriting Agreement (Horizon Space Acquisition II Corp.), Underwriting Agreement (Shepherd Ave Capital Acquisition Corp), Underwriting Agreement (Horizon Space Acquisition II Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, Prospectus taken as a whole; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider officers or directors before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 8 contracts
Samples: Underwriting Agreement (Movano Inc.), Underwriting Agreement (Movano Inc.), Underwriting Agreement (TFF Pharmaceuticals, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Shareholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 8 contracts
Samples: Underwriting Agreement (BCTG Acquisition Corp.), Underwriting Agreement (BCTG Acquisition Corp.), Underwriting Agreement (Health Sciences Acquisitions Corp 2)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 8 contracts
Samples: Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China I Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 7 contracts
Samples: Underwriting Agreement (Bleichroeder Acquisition Corp. I), Underwriting Agreement (Bleichroeder Acquisition Corp. I), Underwriting Agreement (Dynamix Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, operations or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the knowledge of the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (and, in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 7 contracts
Samples: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 7 contracts
Samples: Underwriting Agreement (Keyarch Acquisition Corp), Underwriting Agreement (Keyarch Acquisition Corp), Underwriting Agreement (ROC Energy Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 7 contracts
Samples: Underwriting Agreement (GSR III Acquisition Corp.), Underwriting Agreement (GSR III Acquisition Corp.), Underwriting Agreement (GSR II Meteora Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the IPO Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the IPO Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the IPO Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the IPO Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 6 contracts
Samples: Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 250 Merger Corp.), Underwriting Agreement (B. Riley Principal 250 Merger Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 6 contracts
Samples: Underwriting Agreement (Spark I Acquisition Corp), Underwriting Agreement (Spark I Acquisition Corp), Underwriting Agreement (Inflection Point Acquisition Corp. II)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), prospects or the business activities, financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming after reasonable inquiry, threatened threatened, by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 5 contracts
Samples: Underwriting Agreement (Technology & Telecommunication Acquisition Corp), Underwriting Agreement (Technology & Telecommunication Acquisition Corp), Underwriting Agreement (Energem Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 5 contracts
Samples: Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s 's knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Allegro Merger Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, Commission and (iv) the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Underwriting Agreement (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Underwriting Agreement (JK Acquisition Corp.), Underwriting Agreement (JK Acquisition Corp.), Underwriting Agreement (Harbor Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company and its Subsidiaries, individually or taken as a whole, from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Underwriting Agreement (Gurunet Corp), Underwriting Agreement (Gurunet Corp), Underwriting Agreement (Montana Mills Bread Co Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Respondent before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect have a Material Adverse Effect on the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus nor General Disclosure Package or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the General Disclosure Package and Prospectus, in the light of the circumstances under which they were made), not misleading.
Appears in 3 contracts
Samples: Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the any Option Closing Date, if anyas the case may be, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Prospectus and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and Statement, the Pricing Prospectus or the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Pricing Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither (a) the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor or any amendment or supplement thereto thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, nor (b) any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (v) no event or condition or a type described in Section 8.2 hereof shall have occurred or shall exist which would, in the Representative’s judgment, make it impracticable to proceed with the offering, sale and/or delivery of the Firm Shares or any Option Shares, as the case may be, or to enforce contracts made by the Underwriters for the sale of any such securities.
Appears in 3 contracts
Samples: Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholders or affecting any of the Company's property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Underwriting Agreement (Fusion Telecommunications International Inc), Underwriting Agreement (Gigabeam Corp), Underwriting Agreement (Gigabeam Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, assuming reasonable inquiry, threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Underwriting Agreement (G3 VRM Acquisition Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.), Underwriting Agreement (G3 VRM Acquisition Corp.)
No Material Changes. Prior to As of the date of the Statutory Prospectus and thereafter and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor and the Prospectus nor and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Underwriting Agreement (Parametric Sound Corp), Underwriting Agreement (Parametric Sound Corp), Underwriting Agreement (Parametric Sound Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the assets, condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus that is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Underwriting Agreement (Cpi Aerostructures Inc), Underwriting Agreement (Cpi Aerostructures Inc), Underwriting Agreement (Cpi Aerostructures Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, ADS Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, ADS Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the knowledge of the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus ADS Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus ADS Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider officer, director or Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Vickers Vantage Corp. I), Underwriting Agreement (Vickers Vantage Corp. I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Oracle Healthcare Acquisition Corp.), Underwriting Agreement (Oracle Healthcare Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming after reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (E-Compass Acquisition Corp.), Underwriting Agreement (E-Compass Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or condition, results, prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company, any officer or director of the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments thereof or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus nor or the Prospectus Prospectus, nor any amendment thereof or supplement thereto thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Sale Preliminary Prospectus or Prospectus, in light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (United Refining Energy Corp), Underwriting Agreement (United Refining Energy Corp)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change in the financial position or results of operations of the Company, nor any change or development involving that, singularly or in the aggregate, would reasonably be expected to result in a prospective material adverse change in or affecting the condition or prospects or the business activities, (financial or otherwise), results of operations, business, assets or prospects of the Company Company, from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iviii) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (CollabRx, Inc.), Underwriting Agreement (CollabRx, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.. [___________], 2016
Appears in 2 contracts
Samples: Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, operations or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Statement or the Prospectus nor and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Long Island Iced Tea Corp.), Selling Agent Agreement (Long Island Iced Tea Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding funding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Globalink Investment Inc.), Underwriting Agreement (Globalink Investment Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Deep Medicine Acquisition Corp.), Underwriting Agreement (Deep Medicine Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Property Solutions Acquisition Corp. II), Underwriting Agreement (Property Solutions Acquisition Corp. II)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain Maxim Group LLC _________________, 2007 Page 37 of 50 any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the , the Sale Preliminary Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Alpha Security Group CORP), Underwriting Agreement (Alpha Security Group CORP)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Legato Merger Corp. III), Underwriting Agreement (Legato Merger Corp. III)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (ClimateRock), Underwriting Agreement (ClimateRock)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Megalith Financial Acquisition Corp), Underwriting Agreement (Megalith Financial Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (iii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (ivi) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (SHUAA Partners Acquisition Corp I), Underwriting Agreement (SHUAA Partners Acquisition Corp I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (EQV Ventures Acquisition Corp.), Underwriting Agreement (EQV Ventures Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Respondent before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Opes Acquisition Corp.), Underwriting Agreement (Opes Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company Company, the Initial Stockholder or any Insider officer, director or special advisor of the Company before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Acquicor Technology Inc), Underwriting Agreement (Acquicor Technology Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, as applicable, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Iron Spark I Inc.), Underwriting Agreement (Iron Spark I Inc.)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may would reasonable be expected to materially adversely affect the business, operations, properties, assets, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Marpai, Inc.), Underwriting Agreement (Marpai, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiryKnowledge, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), prospects or the business activities, financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming after reasonable inquiry, threatened threatened, by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (BurTech Acquisition Corp.), Underwriting Agreement (BurTech Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, operations or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Pulse Biosciences, Inc.), Underwriting Agreement (Pulse Biosciences, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (FTAC Athena Acquisition Corp.), Underwriting Agreement (FTAC Athena Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no action transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Delicious Brands Inc), Underwriting Agreement (Delicious Brands Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving Northland Securities, Inc.______, 2021Page 31 of 45 a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Armada Acquisition Corp. I), Underwriting Agreement (Armada Acquisition Corp. I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Prospectus, nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Longevity Acquisition Corp), Underwriting Agreement (Longevity Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, operations or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Long Island Iced Tea Corp.), Underwriting Agreement (Long Island Iced Tea Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyhave a Material Adverse Effect, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriting Agreement (Ventrus Biosciences Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there has and shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Endurance Acquisition Corp.), Underwriting Agreement (Endurance Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the directors, officers and the sponsor of the Company before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (RichSpace Acquisition Corp.), Underwriting Agreement (RichSpace Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect have a Material Adverse Effect on the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Samples: Underwriting Agreement (Orisun Acquisition Corp.), Underwriting Agreement (Orisun Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change in the financial position or results of operations of the Company, nor any change or development involving that, singularly or in the aggregate, would reasonably be expected to result in a prospective material adverse change in or affecting the condition or prospects or the business activities, ( financial or otherwise), results of operations, business, assets or prospects of the Company Company, from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iviii) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus, Statutory Prospectus nor or the Prospectus nor and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any Maxim Group LLC , 2007 Page 37 of 48 amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the , the Sale Preliminary Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 1 contract
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative admin-istrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Underwriting Agreement (Capital Ten Acquisition Corp.)
