Common use of No Material Changes Clause in Contracts

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital shares, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Equity Distribution Agreement (Palatin Technologies Inc), Equity Distribution Agreement (Palatin Technologies Inc), Equity Distribution Agreement (Ampio Pharmaceuticals, Inc.)

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No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus Prospectuses and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus Prospectuses and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (iii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iiiii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iviii) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus Prospectuses there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class Class of capital sharesCapital Stock, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Equity Distribution Agreement (Oncolytics Biotech Inc), Equity Distribution Agreement (Oncolytics Biotech Inc), Equity Distribution Agreement (Oncolytics Biotech Inc)

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class Class of capital sharesCapital Stock, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Equity Distribution Agreement (PowerFleet, Inc.), Equity Distribution Agreement (GenMark Diagnostics, Inc.), Equity Distribution Agreement (GenMark Diagnostics, Inc.)

No Material Changes. Subsequent to Since the respective dates as date of which information is given in the Registration Statementmost recent financial statements of the Company set forth in, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in into, the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor any of the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any assetcalamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except in each case as otherwise disclosed in, or incorporated by reference into, the Registration Statement, Prospectus and Disclosure Package; (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any changeexcept as otherwise disclosed in, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in into, the Registration Statement Statement, Prospectus and the Prospectus Disclosure Package; (iii) there has not been any material change, on a consolidated basis, in the authorized share capital shares of the Company and its SubsidiariesSubsidiaries (other than the issuance of Common Shares upon the exercise of stock options and warrants or upon conversion of convertible securities described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, or incorporated by reference into, the Registration Statement, Prospectus and Disclosure Package), any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital sharesshare capital, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Spire Global, Inc.), Equity Distribution Agreement (Spire Global, Inc.), Equity Distribution Agreement (Clever Leaves Holdings Inc.)

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; , (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital sharesstock, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Arcimoto Inc), Equity Distribution Agreement (Arcimoto Inc)

No Material Changes. Subsequent to Since the respective dates as date of which information is given in the Registration Statementmost recent financial statements of the Company set forth in, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in into, the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor any of the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any assetcalamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except in each case as otherwise disclosed in, or incorporated by reference into, the Registration Statement, Prospectus and Disclosure Package; (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any changeexcept as otherwise disclosed in, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in into, the Registration Statement Statement, Prospectus and the Prospectus Disclosure Package; (iii) there has not been any material change, on a consolidated basis, in the authorized share capital shares of the Company and its SubsidiariesSubsidiaries (other than the issuance of Common Shares upon the exercise of stock options and warrants or upon conversion of convertible securities described as outstanding in, and the grant of options and awards under Company Equity Incentive Plans described in, or incorporated by reference into, the Registration Statement, Prospectus and Disclosure Package), any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital sharesshare capital, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Distribution Agreement (Bird Global, Inc.)

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor the Subsidiaries Subsidiary has sustained any material loss or interference with the business of the Company and its SubsidiariesSubsidiary, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (iii) there have been no transactions entered into by the Company or the Subsidiaries Subsidiary which are material to the Company and its SubsidiariesSubsidiary, considered as a whole, (iiiii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iviii) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its SubsidiariesSubsidiary, any material increase in the short-term debt or long-term debt of the Company and its SubsidiariesSubsidiary, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class Class of capital sharesCapital Stock, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Distribution Agreement (EnteroMedics Inc)

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (ii) neither the Company nor its Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (iiiii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iiiiv) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect; and (ivv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital sharesstock, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Distribution Agreement (Mohawk Group Holdings, Inc.)

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus Prospectuses and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus Prospectuses and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (iii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iiiii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iviii) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus Prospectuses there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital sharesstock, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Distribution Agreement (Oncolytics Biotech Inc)

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No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any change, development, or event that has caused, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class Class of capital shares, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse EffectCapital Stock.

Appears in 1 contract

Samples: Equity Distribution Agreement (Inseego Corp.)

No Material Changes. Subsequent to Since the respective dates as of which information is given in the Registration Statement, the Prospectus Pricing Disclosure Package and the Disclosure PackageProspectus, and except as may otherwise be otherwise stated in therein or incorporated by reference in contemplated thereby, none of the Registration StatementPartnership Entities or, to the Prospectus and the Disclosure PackagePartnership Parties’ knowledge, White Cliffs has (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the its business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any assetcalamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; , (ii) there have been no transactions entered into by the Company issued or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a wholegranted any securities, (iii) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any material transaction not in the ordinary course of business, or (v) declared or paid any distribution or dividend on its equity interests, and since such date, there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or change in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares of the Company and its Subsidiaries, any material increase in the short-term debt equity interests or long-term debt of any of the Company and its Subsidiaries, on a consolidated basis, Partnership Entities or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital shares, its subsidiaries or any Material Adverse Effectadverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, partners’ equity, properties, management, business or prospects of the Partnership Entities taken as a whole, in each case except as could not, in the aggregate, reasonably likely be expected to cause or result in have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Noble Midstream Partners LP)

No Material Changes. Subsequent Except as and to the respective dates as of extent described in Schedule 4.7 annexed hereto (which information is given Schedule may make reference to any other Schedule hereto or to any other document(s) referred to in this Agreement which has heretofore or herewith been delivered to AUGI), since the Registration Statement1995 Fiscal Year End, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company Corporation has continued to be operated only in the ordinary course, and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any changebeen: (a) Any material adverse change in the condition (financial or otherwise), developmentoperations, business, properties, or event prospects of the Corporation from that has causedshown in the most recent Reviewed Financial Statements, or could any material transaction or commitment effected or entered into outside of the normal course of the Corporation's business other than in connection with the Merger; (b) Any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting the business, operations, assets, properties, condition (financial or otherwise), or prospects of the Corporation; (c) Any declaration, setting aside or payment of any dividend or other distribution with respect to the Stock, any other payment of any kind by the Corporation to any of its Stockholders or any of their respective Affiliates outside of the ordinary course of business, any forgiveness of any debt or obligation owed to the Corporation by any of its stockholders or any of their respective Affiliates, or any direct or indirect redemption, purchase or other acquisition by the Corporation of any capital stock of the Corporation; or (d) Any other event or condition arising from or out of or in connection with the operation of the Corporation which has materially and adversely affected, or may reasonably be expected to havematerially and adversely affect, individually the Corporation, its assets or in the aggregateproperties, a Material Adverse Effect and its business, condition (iv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basisotherwise), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital shares, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effectprospects.

Appears in 1 contract

Samples: Merger Agreement (American United Global Inc)

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus Prospectuses and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus Prospectuses and the Disclosure Package, (i) neither the Company nor the Subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (ii) there have been no transactions entered into by the Company or the Subsidiaries which are material to the Company and its Subsidiaries, considered as a whole, (iii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus Prospectuses, and except as otherwise described in the Registration Statement and the Prospectuses, there has not been any material change, on a consolidated basis, in the authorized share capital shares of the Company and its Subsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital sharesits Common Shares, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect; and the business of the Company and the Subsidiaries have been carried on in the usual and ordinary course consistent with past practice since September 30, 2021 to the extent that such past practice is consistent with the current business direction of the Company and the Subsidiaries.

Appears in 1 contract

Samples: Equity Distribution Agreement (Quipt Home Medical Corp.)

No Material Changes. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Disclosure Package, and except as may be otherwise stated or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, (i) neither the Company nor the Subsidiaries any of its subsidiaries has sustained any material loss or interference with the business of the Company and its Subsidiariessubsidiaries, taken as a whole, including without limitation, from fire, explosion, flood or other calamity or damage to any asset, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; (iii) there have been no transactions entered into by the Company or the Subsidiaries any of its subsidiaries which are material to the Company and its SubsidiariesSubsidiary, considered as a whole, (iiiii) there has not been any change, development, or event that has caused, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iviii) since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus there has not been any material change, on a consolidated basis, in the authorized capital shares stock of the Company and its Subsidiariessubsidiaries, any material increase in the short-term debt or long-term debt of the Company and its Subsidiariessubsidiaries, on a consolidated basis, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class Class of capital sharesCapital Stock, or any Material Adverse Effect, or any development reasonably likely to cause or result in a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Distribution Agreement (Net Element, Inc.)

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