Common use of Changes After Dates in Registration Statement Clause in Contracts

Changes After Dates in Registration Statement. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its Subsidiaries (as defined below) taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) there has not been any material change in the capital stock or long-term or short-term debt of the Company, (iv) there have been no transactions entered into by the Company, other than in the ordinary course of business, which are material with respect to the Company, individually or taken as a whole, (v) the Company has not sustained any material loss or interference with its business or properties from fire, explosion, flood, earthquake, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding and (vi) no officer or director of the Company has resigned from any position with the Company. Since the date of the latest balance sheet included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Subsidiaries, individually or taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Changes After Dates in Registration Statement. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, except as otherwise specifically stated therein: disclosed or contemplated therein and giving effect to the conversion/reincorporation transactions (the “Reorganization”) contemplated by the Terms and Conditions of the Plan of Entity Conversion Adial Pharmaceuticals L.L.C. into APL Conversion Corp in the form filed as Exhibit 3.8 to the Registration Statement (the “Plan of Conversion”) and the Agreement and Plan of Reorganization between APL Conversion Corp. and the Company in the form filed as Exhibit 3.11 to the Registration Statement (the “Merger Agreement”), (i) there no Company Party has been no material adverse change in the financial position declared or results paid any dividends, or made any other distribution of operations of the Companyany kind, nor any change or development that, singularly on or in the aggregaterespect of its capital stock, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its Subsidiaries (as defined below) taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) there has not been any material change in the capital stock or long-term or short-term debt of the Company, (iviii) there have been no transactions entered into by the Companya Company Party, other than in the ordinary course of business, which are material with respect to the CompanyCompany Parties, individually or taken as a whole, (viv) the neither Company Party has not sustained any material loss or interference with its business or properties from fire, explosion, flood, earthquake, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding proceeding, and (viv) no officer there has not been any material adverse change or director any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Company has resigned from any position with the Company, individually or taken as a whole (a “Material Adverse Change”). Since the date of the latest balance sheet included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, neither the no Company nor any Subsidiary Party has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the SubsidiariesParties, individually or taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.