Common use of No Offer to Sell Clause in Contracts

No Offer to Sell. Other than a Permitted Free Writing Prospectus, 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 26 contracts

Samples: Sales Agreement (Atreca, Inc.), Sales Agreement (Annexon, Inc.), Sales Agreement (Cabaletta Bio, Inc.)

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No Offer to Sell. Other than a Permitted Free Writing Prospectus, 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 5 contracts

Samples: Sales Agreement (Rhythm Pharmaceuticals, Inc.), Sales Agreement (Greenlane Holdings, Inc.), Sales Agreement (Allakos Inc.)

No Offer to Sell. Other than a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 4 contracts

Samples: Sales Agreement (NewAmsterdam Pharma Co N.V.), Sales Agreement (MDxHealth SA), Sales Agreement (Morphic Holding, Inc.)

No Offer to Sell. Other than the Prospectus or a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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: Common Stock (Dianthus Therapeutics, Inc. /DE/), Sales Agreement (Revolution Medicines, Inc.), Sales Agreement (GeneDx Holdings Corp.)

No Offer to Sell. Other than the Prospectus and a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 3 contracts

Samples: Sales Agreement (Nautilus Biotechnology, Inc.), Sales Agreement (Nautilus Biotechnology, Inc.), Sales Agreement (Acrivon Therapeutics, Inc.)

No Offer to Sell. Other than a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 3 contracts

Samples: Sales Agreement (scPharmaceuticals Inc.), Common Stock (Relay Therapeutics, Inc.), Sales Agreement (Alector, Inc.)

No Offer to Sell. Other than the Prospectus or a Permitted Free Writing Prospectus, 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 (Tricida, Inc.), Sales Agreement (Ovid Therapeutics Inc.)

No Offer to Sell. Other than a the Prospectus and any Permitted Free Writing Prospectus, 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 (Orphazyme a/S), Unity Biotechnology, Inc.

No Offer to Sell. Other than a Permitted Free Writing Prospectus, neither 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 (Senseonics Holdings, Inc.), DermTech, Inc.

No Offer to Sell. Other than a Permitted Free Writing Prospectus, 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 (Singular Genomics Systems, Inc.), Sales Agreement (Bolt Biotherapeutics, Inc.)

No Offer to Sell. Other than the Prospectus or a Permitted Free Writing Prospectus, 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 1 contract

Samples: Sales Agreement (AVITA Medical, Inc.)

No Offer to Sell. Other than a Permitted Free Writing Prospectus, 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 (Agios Pharmaceuticals, Inc.)

No Offer to Sell. Other than a the Prospectus and any Permitted Free Writing Prospectus, 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: Stock Sales Agreement (Editas Medicine, Inc.)

No Offer to Sell. Other than a the Prospectus and any Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 1 contract

Samples: Sales Agreement (Sage Therapeutics, Inc.)

No Offer to Sell. Other than the Prospectus and a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 1 contract

Samples: Sales Agreement (Sera Prognostics, Inc.)

No Offer to Sell. Other than a the Prospectus and any Permitted Free Writing Prospectus, 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 (Editas Medicine, Inc.)

No Offer to Sell. Other than the Prospectus and a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 hereunderpursuant to an “at-the-market” offering contemplated under this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Madrigal Pharmaceuticals, Inc.)

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No Offer to Sell. Other than a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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.. (v)

Appears in 1 contract

Samples: Avidity Biosciences, Inc.

No Offer to Sell. Other than a Permitted Free Writing Prospectus, 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 ADSs hereunder.

Appears in 1 contract

Samples: Sales Agreement (COMPASS Pathways PLC)

No Offer to Sell. Other than a the Prospectus and any Permitted Free Writing Prospectus, 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 1 contract

Samples: Sales Agreement (Sage Therapeutics, Inc.)

No Offer to Sell. Other than the Prospectus, a Prospectus Supplement or a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 1 contract

Samples: Sales Agreement (Rapid Micro Biosystems, Inc.)

No Offer to Sell. Other than a the Prospectus and any Permitted Free Writing Prospectus, 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 hereunderpursuant to an “at the market” offering contemplated under this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Nkarta, Inc.)

No Offer to Sell. Other than a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 (Lyell Immunopharma, Inc.)

No Offer to Sell. Other than the Prospectus and a Permitted Free Writing Prospectus, 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 hereunderpursuant to an “at-the-market” offering contemplated under this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Madrigal Pharmaceuticals, Inc.)

No Offer to Sell. Other than a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 (Generation Bio Co.)

No Offer to Sell. Other than the Prospectus or a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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: Immunome Inc.

No Offer to Sell. Other than a Permitted Free Writing Prospectus, neither XX Xxxxx nor the Company (including its agents and representatives, other than XX 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 ADSs hereunder.

Appears in 1 contract

Samples: Exscientia PLC

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