Common use of No Undisclosed Liabilities or Events Clause in Contracts

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 22 contracts

Samples: Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)

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No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 17 contracts

Samples: Securities Purchase Agreement (Helix TCS, Inc.), Purchase Agreement (Red Giant Entertainment, Inc.), Securities Purchase Agreement (Pluristem Life Systems Inc)

No Undisclosed Liabilities or Events. To the best knowledge of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except as disclosed in the Company's SEC Documents, there are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xX) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (yY) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 14 contracts

Samples: Securities Purchase Agreement (Advanced Technology Industries Inc), Securities Purchase Agreement (Advanced Technology Industries Inc), Securities Purchase Agreement (Advanced Technology Industries Inc)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 12 contracts

Samples: Purchase Agreement (Solar Wind Energy Tower, Inc.), Purchase Agreement (Solar Wind Energy Tower, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s most recently filed SEC Documents (Form 10-K or 10-Q) or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xa) change the articles Certificate of Incorporation or certificate of incorporation or other charter document or by-laws bylaws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock Stock, or (yb) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (Seaniemac International, Ltd.), Securities Purchase Agreement (North Bay Resources Inc)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xX) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (yY) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Medix Resources Inc), Securities Purchase Agreement (Provectus Pharmaceuticals Inc)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Helix TCS, Inc.), Bridge Loan Agreement (Infinium Labs Inc), Purchase Agreement (Neah Power Systems, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xi) change the articles or certificate Certificate of incorporation or other charter document Incorporation or by-laws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (yii) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries.

Appears in 6 contracts

Samples: Note Purchase Agreement (Helix Wind, Corp.), Note Purchase Agreement (Helix Wind, Corp.), Note Purchase Agreement (Helix Wind, Corp.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xi) change the articles Certificate of Incorporation or certificate of incorporation or other charter document or by-laws bylaws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (yii) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Cord Blood America, Inc.), Securities Purchase Agreement (Uluru Inc.), Securities Purchase Agreement (Silver Falcon Mining, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's ’s SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Helix TCS, Inc.), Securities Purchase Agreement (Helix TCS, Inc.), Securities Purchase Agreement (Helix TCS, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents Agreements or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except for the Certificate of Incorporation Amendment, there are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 4 contracts

Samples: Bridge Loan Agreement (Brilliant Technologies, CORP), Bridge Loan Agreement (Brilliant Technologies, CORP), Bridge Loan Agreement (Brilliant Technologies, CORP)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s most recently filed SEC Documents (Form 10-K or 10-Q) or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company Company, but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xa) change the articles Certificate of Incorporation or certificate of incorporation or other charter document or by-laws bylaws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock Stock, or (yb) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Brazil Minerals, Inc.), Securities Purchase Agreement (Brazil Minerals, Inc.), Securities Purchase Agreement (Brazil Minerals, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ambient Corp /Ny), Securities Purchase Agreement (Ambient Corp /Ny), Securities Purchase Agreement (Ambient Corp /Ny)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Trident Brands Inc), Purchase Agreement (Trident Brands Inc), Purchase Agreement (Trident Brands Inc)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 3 contracts

Samples: Security Purchase Agreement (Blue Water Global Group, Inc.), Security Purchase Agreement (Blue Water Global Group, Inc.), Security Purchase Agreement (Max Sound Corp)

No Undisclosed Liabilities or Events. To Since the best of the Company's knowledgeLast Audited Date, the Company has incurred no liabilities or obligations other than (x) those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or Documents, (y) those incurred in the ordinary course of the Company's business since the Last Audited Datebusiness, or (z) which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xi) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (yii) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Eagle Supply Group Inc), Exchange Agreement (Univec Inc), Securities Purchase Agreement (Univec Inc)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited DateJune 30, or 2019, and which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except with respect to a proposal for an increase in the Company’s authorized Common Stock, there are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles of incorporation, by-laws or certificate of incorporation or any other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (VerifyMe, Inc.), Securities Purchase Agreement (VerifyMe, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Amedia Networks, Inc.), Securities Purchase Agreement (Ambient Corp /Ny)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements and Schedules thereto, or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xX) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (yY) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Remote MDX Inc), Securities Purchase Agreement (Remote MDX Inc)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 2 contracts

Samples: Bridge Loan Agreement (Ambient Corp /Ny), Bridge Loan Agreement (Rim Semiconductor CO)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 2 contracts

Samples: Bridge Loan Agreement (Rim Semiconductor CO), Bridge Loan Agreement (Rim Semiconductor CO)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited DateDecember 31, or 1997, and which individually or in the aggregate, do not or would not have a Material Adverse Effectmaterial adverse effect on the properties, business, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise)condition, or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (TTR Inc)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate Certificate of incorporation Incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rim Semiconductor CO)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited DateSeptember 30, or 2019, and which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except with respect to a proposal for an increase in the Company’s authorized Common Stock, there are no proposals currently under consideration or currently anticipated to be under consideration by the Board board of Directors directors or the executive officers of the Company which proposal would (x) change the articles of incorporation, by-laws or certificate of incorporation or any other charter document or by-laws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (VerifyMe, Inc.)

No Undisclosed Liabilities or Events. To Except for the best of SWK Debt and the Company's knowledge, SWK Security: (i) the Company has no liabilities or obligations other than those disclosed in the Transaction Documents this Agreement or the Company's Company SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited DateDecember 31, 2021, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No ; and (ii) no event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board board of Directors directors or the executive officers of the Company which proposal would (xA) change the articles Certificate of Incorporation or certificate of incorporation or other charter document or by-laws bylaws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (yB) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Secured Convertible Note Purchase and Security Agreement (Acer Therapeutics Inc.)

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No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Loan Agreements or the Company's SEC Documents or in the Preferred Stock Transaction or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Exchange Agreement (Oxford Media, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Loan Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Neah Power Systems, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents Agreements or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There Except for the Certificate of Incorporation Amendment, there are no proposals currently under consideration or currently anticipated to be under consideration TO BE UNDER CONSIDERATION by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in IN effect, with with, or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Bridge Loan Agreement (Brilliant Technologies, CORP)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited DateApril 30, or 1999, and which individually or in the aggregate, do not or would not have a Material Adverse Effectmaterial adverse effect on the properties, business, condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the memorandum of association and articles or certificate of incorporation association or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lj International Inc)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or documents provided to the Company's SEC Documents Purchaser or those incurred in the ordinary course of the Company's business since the Last Audited Datelast tax return, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles of organization or certificate of incorporation formation or other charter document or by-laws Operating Agreement of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oxford City Football Club, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited DateDecember 31, or 1998, and which individually or in the aggregate, do not or would not have a Material Adverse Effectmaterial adverse effect on the properties, business, operations, financial condition or results of operations of the Company. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise)condition, or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sac Technologies Inc)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s SEC Documents or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.. Purchaser Initial: ______ Company Initial: ____ _

Appears in 1 contract

Samples: Securities Purchase Agreement (Boston Therapeutics, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ambient Corp /Ny)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s most recently filed SEC Documents (Form 10-K or 10-Q) or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xi) change the articles Certificate of Incorporation or certificate of incorporation or other charter document or by-laws bylaws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (yii) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (North Bay Resources Inc)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially adversely change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Bridge Loan Agreement (Neah Power Systems, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amedia Networks, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's ’s most recently filed SEC Documents (Form 10-K or 10-Q) or those incurred in the ordinary course of the Company's ’s business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xa) change the articles Certificate of Incorporation or certificate of incorporation or other charter document or by-laws bylaws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock Stock, or (yb) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries, other than as publicly disclosed.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Nanotech Holdings, Inc)

No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the The Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's most recently filed SEC Documents (Form 10-K or 10-Q) or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable lawlaws, rule rules or regulationregulations, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (xa) change the articles Certificate of Incorporation or certificate of incorporation or other charter document or by-laws bylaws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock Stock, or (yb) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesSubsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Red Giant Entertainment, Inc.)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents Agreements or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances circumstance has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder stockholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders stockholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pluristem Life Systems Inc)

No Undisclosed Liabilities or Events. To the best of the Company's ’s knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiariesStock.

Appears in 1 contract

Samples: Purchase Agreement (Inergetics Inc)

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