Common use of No Offer to Sell Clause in Contracts

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 32 contracts

Samples: Sales Agreement (Allogene Therapeutics, Inc.), Sales Agreement (Krystal Biotech, Inc.), Sales Agreement (MyoKardia Inc)

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No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Canaccord in its capacity as principal or agent hereunder, neither Xxxxx Canaccord nor the Company (including its agents and representatives, other than Xxxxx Canaccord in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed by it with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 19 contracts

Samples: Equity Distribution Agreement (Palatin Technologies Inc), Equity Distribution Agreement (Spire Global, Inc.), Equity Distribution Agreement (Spire Global, Inc.)

No Offer to Sell. Other than the Prospectus or a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 14 contracts

Samples: Sales Agreement (Magenta Therapeutics, Inc.), Sales Agreement (Ophthotech Corp.), Sales Agreement (Audentes Therapeutics, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 12 contracts

Samples: Common Stock Sales Agreement (Jounce Therapeutics, Inc.), Sales Agreement (Erytech Pharma S.A.), Sales Agreement (Syros Pharmaceuticals, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Canaccord in its capacity as principal or agent hereunder, neither Xxxxx Canaccord nor the Company (including its agents and representatives, other than Xxxxx Canaccord in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed by it with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 11 contracts

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 10 contracts

Samples: Sales Agreement (Amicus Therapeutics Inc), Sales Agreement (CAPSTONE TURBINE Corp), Sales Agreement (Tobira Therapeutics, Inc.)

No Offer to Sell. Other than the Prospectus or a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 9 contracts

Samples: Sales Agreement (Syndax Pharmaceuticals Inc), Sales Agreement (Syndax Pharmaceuticals Inc), Sales Agreement (Macrogenics Inc)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and Xxxxxxx Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than xxxx Xxxxxxx Xxxxx in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under free writing prospectus relating to the Securities Act), required to be filed with the Commission, that constitutes an offer to sell sold by Xxxxxxx Xxxxx as principal or solicitation of an offer to buy Common Stock agent hereunder.

Appears in 8 contracts

Samples: Equity Distribution Agreement (Sunstone Hotel Investors, Inc.), Equity Distribution Agreement (Hudson Pacific Properties, Inc.), Equity Distribution Agreement (Colonial Realty Limited Partnership)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 7 contracts

Samples: Sales Agreement (Argos Therapeutics Inc), Sales Agreement (Dicerna Pharmaceuticals Inc), Sales Agreement (Raptor Pharmaceutical Corp)

No Offer to Sell. Other than the Prospectus and a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 7 contracts

Samples: Sales Agreement (Seres Therapeutics, Inc.), Sales Agreement (Seres Therapeutics, Inc.), Sales Agreement (Homology Medicines, Inc.)

No Offer to Sell. Other than a the Prospectus and any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 6 contracts

Samples: Sales Agreement (Albireo Pharma, Inc.), Sales Agreement (Gritstone Oncology, Inc.), Sales Agreement (Unity Biotechnology, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and Xxxxxxx Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxxxx Xxxxx in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under free writing prospectus relating to the Securities Act), required to be filed with the Commission, that constitutes an offer to sell sold by Xxxxxxx Xxxxx as principal or solicitation of an offer to buy Common Stock agent hereunder.

Appears in 5 contracts

Samples: Equity Distribution Agreement (Glimcher Realty Trust), Equity Distribution Agreement (LaSalle Hotel Properties), Equity Distribution Agreement (LaSalle Hotel Properties)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and Xxxxx Rxxxxxx Jxxxx in its capacity as principal or agent hereunder, neither Xxxxx Rxxxxxx Jxxxx nor the Company (including its agents and representatives, other than Xxxxx Rxxxxxx Jxxxx in its capacity as such) will makewill, directly or indirectly, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under free writing prospectus relating to the Securities Act), required Shares to be filed with the Commission, that constitutes an offer to sell sold by Rxxxxxx Jxxxx as principal or solicitation of an offer to buy Common Stock agent hereunder.

Appears in 5 contracts

Samples: Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 5 contracts

Samples: Sales Agreement (Immunomedics Inc), Sales Agreement (Ultragenyx Pharmaceutical Inc.), Sales Agreement (OvaScience, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunderthe Agents, neither Xxxxx the Agents nor the Company (including its agents and representatives, other than Xxxxx the Agents in its their capacity as suchagents) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 4 contracts

Samples: Sales Agreement (Applied Molecular Transport Inc.), Sales Agreement (Chinook Therapeutics, Inc.), Sales Agreement (89bio, Inc.)

No Offer to Sell. Other than a the Prospectus and any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 4 contracts

Samples: Sales Agreement (Miragen Therapeutics, Inc.), Sales Agreement (Aclaris Therapeutics, Inc.), Sales Agreement (Kempharm, Inc)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and Xxxxxxx Xxxxx in its capacity as principal or agent hereunder, neither Xxxxxxx Xxxxx nor the Company (including its agents and representatives, other than Xxxxxxx Xxxxx in its capacity as such) will makewill, directly or indirectly, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under free writing prospectus relating to the Securities Act), required Shares to be filed with the Commission, that constitutes an offer to sell sold by Xxxxxxx Xxxxx as principal or solicitation of an offer to buy Common Stock agent hereunder.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Empire Petroleum Corp), Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)

No Offer to Sell. Other than the Prospectus and a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 3 contracts

Samples: Sales Agreement (Sienna Biopharmaceuticals, Inc.), Sales Agreement (Oxford Immunotec Global PLC), Sales Agreement (CONTRAFECT Corp)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 3 contracts

Samples: Sales Agreement (Trillium Therapeutics Inc.), Sales Agreement (Axovant Sciences Ltd.), Sales Agreement (Myovant Sciences Ltd.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under free writing prospectus relating to the Securities Act), required to be filed with the Commission, that constitutes an offer to sell sold by Xxxxx as principal or solicitation of an offer to buy Common Stock agent hereunder.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Whitestone REIT), Equity Distribution Agreement (Whitestone REIT)

No Offer to Sell. Other than the Prospectus or a free writing prospectus (as defined in Rule 405 under the Securities Act405) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 2 contracts

Samples: Common Stock Sales Agreement (Macrogenics Inc), Sales Agreement (Theravance Biopharma, Inc.)

No Offer to Sell. Other than a any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx the Agents in its their capacity as principal principals or agent agents hereunder, neither Xxxxx the Agents nor the Company (including its agents and representatives, other than Xxxxx the Agents in its their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 2 contracts

Samples: Sales Agreement (Innovate Biopharmaceuticals, Inc.), Sales Agreement (Organovo Holdings, Inc.)

No Offer to Sell. Other than the Prospectus, as supplemented, or a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Ordinary Shares hereunder.

Appears in 2 contracts

Samples: Sales Agreement (Intec Pharma Ltd.), Sales Agreement (Intec Pharma Ltd.)

No Offer to Sell. Other than the Prospectus and a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 2 contracts

Samples: Sales Agreement (Intra-Cellular Therapies, Inc.), Sales Agreement (Achaogen Inc)

No Offer to Sell. Other than the Prospectus or a free writing prospectus (as defined in Rule 405 under the Securities Act) Permitted Free Writing Prospectus approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 2 contracts

Samples: Sales Agreement (G1 Therapeutics, Inc.), Sales Agreement (G1 Therapeutics, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 2 contracts

Samples: Sales Agreement (Endeavour Silver Corp), Sales Agreement (Endeavour Silver Corp)

No Offer to Sell. Other than a the Prospectus and any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 2 contracts

Samples: Sales Agreement (Vericel Corp), Sales Agreement (Neos Therapeutics, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cxxxx in its capacity as principal or agent hereunder, neither Xxxxx Cxxxx nor the Company (including its agents and representatives, other than Xxxxx Cxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 2 contracts

Samples: Sales Agreement (Transition Therapeutics Inc.), Sales Agreement (Raptor Pharmaceutical Corp)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Class A Common Stock hereunder.

Appears in 2 contracts

Samples: Sales Agreement (BOSTON OMAHA Corp), Sales Agreement (BOSTON OMAHA Corp)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities ActAct Regulations) approved in advance in writing by the Company and Xxxxx X.X. Xxxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx X.X. Xxxxxx in its capacity as such) will not, directly or indirectly, make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under free writing prospectus relating to the Securities Act), required to be filed with the Commission, that constitutes an offer to sell sold by X.X. Xxxxxx as principal or solicitation of an offer to buy Common Stock agent hereunder.

Appears in 1 contract

Samples: Equity Distribution Agreement (Parkway Properties Inc)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cxxxx in its capacity as principal or agent hereunder, neither Xxxxx Cxxxx nor the Company (including its agents and representatives, other than Xxxxx Cxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Aptose Biosciences Inc.)

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No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance in writing by the Company and Xxxxx X.X. Xxxxxx Securities in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx X.X. Xxxxxx Securities in its capacity as such) will shall not, directly or indirectly, make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under free writing prospectus relating to the Securities Act), required to be filed with the Commission, that constitutes an offer to sell sold by X.X. Xxxxxx Securities as principal or solicitation of an offer to buy Common Stock agent hereunder.

Appears in 1 contract

Samples: Equity Distribution Agreement (Sunstone Hotel Investors, Inc.)

No Offer to Sell. Other than the Prospectus or a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Immunogen Inc)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx the Agents in its capacity as principal or agent hereunder, neither Xxxxx the Agents nor the Company (including its agents and representatives, other than Xxxxx the Agents in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed by it with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 1 contract

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

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cantor in its capacity as principal or agent hereunder, neither Xxxxx Xxxxxx nor the Company (including its agents and representatives, other than Xxxxx Xxxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed by it with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 1 contract

Samples: Controlled Equity Offering Agreement (Oramed Pharmaceuticals Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock relating to the Placement Shares to be sold by Xxxxx as principal or agent hereunder.

Appears in 1 contract

Samples: Sales Agreement (Idera Pharmaceuticals, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx the Agent (the Agent in its capacity as principal or agent hereunder), neither Xxxxx the Agent nor the Company (including its agents and representatives, other than Xxxxx the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 1 contract

Samples: Sales Agreement (9 Meters Biopharma, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock relating to the Placement Shares to be sold by Xxxxx as principle or agent hereunder.

Appears in 1 contract

Samples: Sales Agreement (Genocea Biosciences, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Ordinary Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Genetic Technologies LTD)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cxxxx in its capacity as principal or agent hereunder, neither Xxxxx Cxxxx nor the Company (including its agents and representatives, other than Xxxxx Cxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Affimed N.V.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Alimera Sciences Inc)

No Offer to Sell. Other than the Prospectus and a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Merus N.V.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Invitae Corp)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cxxxx in its capacity as principal or agent hereunder, neither Xxxxx Cxxxx nor the Company (including its agents and representatives, other than Xxxxx Cxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Avalon Rare Metals Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cantor in its capacity as principal or agent hereunder, neither Xxxxx Xxxxxx nor the Company (including its agents and representatives, other than Xxxxx Xxxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 1 contract

Samples: Sales Agreement (Scynexis Inc)

No Offer to Sell. Other than a the Prospectus and any free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cxxxx in its capacity as principal or agent hereunder, neither Xxxxx Cxxxx nor the Company (including its agents and representatives, other than Xxxxx Cxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Corindus Vascular Robotics, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.. US-DOCS\111349286.7

Appears in 1 contract

Samples: Common Stock Sales Agreement (Allogene Therapeutics, Inc.)

No Offer to Sell. Other During the term of this Agreement, other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunderunder this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Avinger Inc)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Xxxxxxxxxx in its capacity as principal or agent hereunder, neither Xxxxx Xxxxxxxxxx nor the Company (including its agents and representatives, other than Xxxxx Xxxxxxxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock hereunder.

Appears in 1 contract

Samples: Sales Agreement (Anthera Pharmaceuticals Inc)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx in its capacity as principal or agent hereunder, neither Xxxxx nor the Company (including its agents and representatives, other than Xxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock the Placement Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Sunshine Heart, Inc.)

No Offer to Sell. Other than a free writing prospectus (as defined in Rule 405 under the Securities Act) approved in advance by the Company and Xxxxx Cxxxx in its capacity as principal or agent hereunder, neither Xxxxx Cxxxx nor the Company (including its agents and representatives, other than Xxxxx Cxxxx in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock Placement Shares hereunder.

Appears in 1 contract

Samples: Sales Agreement (Affimed N.V.)

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