Undisclosed Events, Liabilities or Developments Sample Clauses
The 'Undisclosed Events, Liabilities or Developments' clause requires one party to affirm that there are no hidden or unreported events, obligations, or significant changes that could affect the agreement. In practice, this means the disclosing party must reveal any lawsuits, debts, or material changes in business operations that have not already been communicated. This clause serves to protect the other party from unforeseen risks by ensuring full transparency and preventing surprises that could impact the value or execution of the contract.
Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting except in accordance with GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans or other equity compensation arrangements. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
Undisclosed Events, Liabilities or Developments. Except for the issuance of the Shares contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.
Undisclosed Events, Liabilities or Developments. Except as set forth in Schedule 3.1(f), since December 31, 2022: (i) there has been no event that has had, or could reasonably be expected to result in, a Material Adverse Effect, (ii) no Company Party has incurred any Indebtedness or other liability (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required by GAAP to be reflected in the Company’s financial statements, (iii) no Company Party has altered its fiscal year or accounting methods; (iv) no Company Party has declared or made any Restricted Payment or entered in any Contractual Obligation to do so, (v) no Company Party has issued any Capital Stock to any officer, director or other Affiliate, and (vi) there has been no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to any Company Party, their Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by any Company Party under applicable securities Regulations at the time this representation is made or deemed made that has not been disclosed to the Purchaser prior to the date that this representation is made.
Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements, (i) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (ii) the Company has not altered its method of accounting, (iii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (iv) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.
Undisclosed Events, Liabilities or Developments. The Company has a Confidential Treatment Application pending for the Supply and License Agreement between the Company and photonamic GmbH & Co. KG and medac, GmbH, dated April 7, 2007 (Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
Undisclosed Events, Liabilities or Developments. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.
Undisclosed Events, Liabilities or Developments. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.
Undisclosed Events, Liabilities or Developments. On April 9, 2020, the Company received a written notice from the Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its American Depositary Shares was below $1.00 per share for the last 30 consecutive business days. On June 19, 2020, Nasdaq provided confirmation to the Company that for 10 consecutive business days, from June 5, 2020 to June 18, 2020, the closing bid price of the Company’s ADSs had been at $1.00 per share or greater. Accordingly, the Company regained compliance with Listing Rule 5550(a)(2) and the matter closed.
Undisclosed Events, Liabilities or Developments. The Company intends to issue stock to the Directors of the Company post financial year end (June 30).
Undisclosed Events, Liabilities or Developments. The following unaudited preliminary results for the Company’s fourth quarter ended December 31, 2018 are subject to the completion of its quarterly closing and review procedures, as well as the regular annual audit by its independent registered public accounting firm, and therefore is subject to change. (000's omited) un-audited un-audited Change Cash $ 5,831 $ 3,737 $ (2,094 ) Other current assets 4,795 5,387 592 Total current assets 10,626 9,124 (1,502 ) Long-term assets 5,634 5,571 (63 ) Total assets $ 16,260 $ 14,695 $ (1,565 ) Convertible notes $ 336 $ 120 $ (216 ) Accounts payable and accrued liabilities 2,433 3,168 735 Other current liabilities 956 1,452 496 Total current liabilities 3,725 4,740 1,015 Long-term liabilities 1,753 1,470 (283 ) Total liabilities 5,478 6,210 732 Stockholders'equity 10,782 8,485 (2,297 ) $ 16,260 $ 14,695 $ (1,565 ) Working Capital 6,901 4,384 (2,517 ) Debt to Equity 0.03 0.01 On March 27, 2019, the Company’s Board of Directors authorized commencement of a plan to significantly reduce operations in the Company’s residential solar division to reduce the associated annual cash outflow, a matter that has previously raised substantial doubt about the Company’s ability to operate as a going concern. The report of the Company’s independent accounting firm included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 was unqualified with an explanatory paragraph for substantial doubt about the Company’s ability to operate as a going concern. The Company commenced commercialization of a new product, POWERHOUSE™, during the first quarter of 2019. The revenue for the first quarter from the new product was immaterial and, accordingly, the Company we expect the report of its independent accounting firm to be included in its Annual Report on Form 10-K for the year ended December 31, 2018 will be unqualified with an explanatory paragraph for substantial doubt about the Company’s ability to operate as a going concern. On July 9, 2014, the Company completed a private offering of approximately $7.0 million of its Common Stock and warrants (the “July 2014 PIPE Offering”). Five of the investors that participated in the offering (out of approximately 20 total investors that participated in the offering) asserted claims against the Company in three separate lawsuits alleging certain misrepresentations and omissions in the offering. The Company subsequently reached settlements with all five investors. The Company r...