Common use of All Necessary Permits, etc Clause in Contracts

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 17 contracts

Samples: Sales Agreement (Cyclacel Pharmaceuticals, Inc.), Sales Agreement (Flux Power Holdings, Inc.), Common Stock (Innovate Biopharmaceuticals, Inc.)

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All Necessary Permits, etc. The Company and each subsidiary Significant Subsidiary possess such valid and current certificates, authorizations, permits, licenses, approvals, consents and other authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any subsidiary Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 14 contracts

Samples: Underwriting Agreement (Nordstrom Inc), Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (RPM International Inc/De/)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations, permits, licenses, approvals, consents and other authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 11 contracts

Samples: Purchase Agreement (Prologis), Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)

All Necessary Permits, etc. The Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations, permits, licenses, approvals, consents and other authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither none of the Company nor or any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, of or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 11 contracts

Samples: Underwriting Agreement (Republic Services, Inc.), Underwriting Agreement (Republic Services, Inc.), Underwriting Agreement (Republic Services, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses businesses, as currently conducted and described in the ProspectusDisclosure Package and the Final Offering Memorandum, other than those the except where failure to possess or own the same would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 8 contracts

Samples: Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess do so would not, individually or own would not in the aggregate, result in a Material Adverse Change, Change and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 8 contracts

Samples: Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 5 contracts

Samples: Underwriting Agreement (Horizon Pharma PLC), Underwriting Agreement (Horizon Pharma PLC), Underwriting Agreement (Horizon Pharma, Inc.)

All Necessary Permits, etc. The Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure of which to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 4 contracts

Samples: Underwriting Agreement (Brown Forman Corp), Underwriting Agreement (Brown Forman Corp), Underwriting Agreement (Brown Forman Corp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described (other than any the absence of which would not, singly or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 4 contracts

Samples: Underwriting Agreement (MKS Instruments Inc), Underwriting Agreement (MKS Instruments Inc), Underwriting Agreement (MKS Instruments Inc)

All Necessary Permits, etc. The Except where the failure to possess any such certificates, authorizations or permits would not result in a Material Adverse Change, the Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could aggregate would reasonably be expected to result in a Material Adverse Change.

Appears in 4 contracts

Samples: Underwriting Agreement (Amn Healthcare Services Inc), Underwriting Agreement (Amn Healthcare Services Inc), Underwriting Agreement (Amn Healthcare Services Inc)

All Necessary Permits, etc. The Company and each subsidiary of its Subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate municipal, state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently now conducted and described in the Prospectus, other than those the failure to possess or own except as would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change.

Appears in 4 contracts

Samples: Purchase Agreement (Insight Health Services Holdings Corp), Insight Health Services (Signal Medical Services), Registration Rights Agreement (Jw Childs Equity Partners Ii Lp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued required by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and as described in the ProspectusProspectus (the “Permits”), other than except those Permits with respect to which the failure to so possess or own would not reasonably be expected to result in a Material Adverse Change, and neither the . Neither Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit Permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 3 contracts

Samples: Sales Agreement (Otonomy, Inc.), Common Stock (Otonomy, Inc.), Sales Agreement (Otonomy, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Registration Statement and Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 3 contracts

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

All Necessary Permits, etc. The Company and each subsidiary Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 3 contracts

Samples: Sales Agreement (Adverum Biotechnologies, Inc.), Securities Purchase Agreement (Adverum Biotechnologies, Inc.), Common Stock (Adverum Biotechnologies, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess such certificates, authorizations or own permits would not not, individually or in the aggregate, result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-non- compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Pc Tel Inc), Pc Tel Inc

All Necessary Permits, etc. The Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses and as currently conducted and described in the Prospectusrequired by applicable law, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

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

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 2 contracts

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

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 2 contracts

Samples: Common Stock (Adverum Biotechnologies, Inc.), Common Stock (HTG Molecular Diagnostics, Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Registration Statement and Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

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

All Necessary Permits, etc. The Company and each subsidiary possess of its subsidiaries and each of the Partnerships possesses such valid and current certificates, authorizations or authorizations, licenses, registrations and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any such subsidiary nor any such Partnership has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization authorization, license, registration or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Urstadt Biddle Properties Inc), Underwriting Agreement (Urstadt Biddle Properties Inc)

All Necessary Permits, etc. The Except as otherwise disclosed in the Prospectus, the Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Sales Agreement (Aduro Biotech, Inc.), Aduro Biotech, Inc.

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to so possess or own would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Velti PLC), Underwriting Agreement (Velti PLC)

All Necessary Permits, etc. The Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess have such certificates, authorizations or own permits would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal federal, municipal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than except for those that the failure to possess or own have would not result in reasonably be expected to cause a Material Adverse Change, and neither the Company nor any subsidiary has received received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Sales Agency Agreement (Chicago Bridge & Iron Co N V), Sales Agency Agreement (Chicago Bridge & Iron Co N V)

All Necessary Permits, etc. The Company and each subsidiary of its significant subsidiaries possess such valid and current certificates, permits, licenses, approvals, consents and other authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither none of the Company nor or any subsidiary of its significant subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, permit, license, approval, consent or other authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Quiver Inc., Watson Pharmaceuticals Inc

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations, permits, licenses, approvals, consents and other authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-non- compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Purchase Agreement (Prologis), Underwriting Agreement (Prologis)

All Necessary Permits, etc. The Company and each subsidiary Significant Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Common Stock (XOMA Corp), XOMA Corp

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess such certificate, authorization, or own permit would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregatethat, if the subject of an unfavorable decision, ruling ruling, or finding, could would result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Accentia Biopharmaceuticals Inc), Underwriting Agreement (Accentia Biopharmaceuticals Inc)

All Necessary Permits, etc. The Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure of which to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Brown Forman Corp), Underwriting Agreement (Brown Forman Corp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except for such certificates, authorizations or permits the failure of which to possess or own obtain would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)

All Necessary Permits, etc. The Except as otherwise disclosed in the Prospectus or except as would not result in a Material Adverse Change, the Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.), McCormick & Schmicks Seafood Restaurants Inc.

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 2 contracts

Samples: Common Stock (Miragen Therapeutics, Inc.), Common Stock (Antares Pharma, Inc.)

All Necessary Permits, etc. The Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to so possess would not, individually or own would not in the aggregate, result in a Material Adverse Change, Change and neither none of the Company nor or any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Ev3 Inc.), Underwriting Agreement (Ev3 Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described businesses, except where such failure would not, individually or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Molina Healthcare Inc), Underwriting Agreement (Molina Healthcare Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess such certificates, authorizations or own permits would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Zenith National (Zenith National Insurance Corp), Fairfax Financial Holdings LTD/ Can

All Necessary Permits, etc. The Company and each subsidiary of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary for and material to the conduct of their respective businesses as currently conducted and described in the Registration Statement or each Applicable Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any written notice of proceedings relating to the revocation or modification of, or material non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Chefs' Warehouse, Inc.), Underwriting Agreement (Chefs' Warehouse, Inc.)

All Necessary Permits, etc. The Company and each subsidiary Significant Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Opgen Inc

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change, except as set forth in or contemplated in the Prospectus.

Appears in 1 contract

Samples: Sales Agreement (Argos Therapeutics Inc)

All Necessary Permits, etc. The Company and each subsidiary its subsidiaries possess such valid and current all certificates, authorizations or authorizations, permits and facility clearances and their personnel has security clearances issued by the appropriate statefederal, federal state or foreign regulatory agencies or bodies authorities necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the except where failure to possess or own obtain such certificates, authorizations, permits and clearances would not reasonably be expected to result in a Material Adverse Change, ; and neither the Company nor any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, of any such certificate, authorization authorization, permit or permit clearance which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 1 contract

Samples: Execution Version (Booz Allen Hamilton Holding Corp)

All Necessary Permits, etc. The Company and each subsidiary Significant Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted businesses, except for such certificates, authorizations and described in permits the Prospectus, other than those the failure to possess or own absence of which would not result in a Material Adverse Change, and neither . Neither the Company nor any subsidiary Significant Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (Financial Federal Corp)

All Necessary Permits, etc. The Company and each subsidiary its subsidiaries possess such valid and current all licenses, certificates, permits and other authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies all applicable governmental authorities necessary to conduct their respective businesses as currently conducted and described in the Prospectusnow operated by them, other than those the except where failure to possess such licenses, certificates, permits or own authorizations would not result not, individually or in the aggregate, have a Material Adverse Change, and neither the Company nor any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in would have a Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

Appears in 1 contract

Samples: Underwriting Agreement (Usg Corp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess such certificates, authorizations or own permits would not result in a Material Adverse Change, and neither . Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Windmere Durable Holdings Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in except where the Prospectus, other than those the failure to possess or own lack of such possession would not result in have a Material Adverse ChangeEffect on the Company, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Mpath Interactive Inc/Ca)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations authorizations, licenses or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted businesses, except for such certificates, authorizations, licenses and described in permits the Prospectus, other than those the failure to possess or own absence of which would not result in a Material Adverse Change, and neither . Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization authorization, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Labone Inc/

All Necessary Permits, etc. The Company and each subsidiary the Significant Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary the Significant Subsidiary has received any written notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (Alimera Sciences Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described businesses, except where such failure would not, individually or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Molina Healthcare Inc)

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All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those except where the failure to possess any certificate, authorization or own permit would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Barnes Group (Barnes Group Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate statefederal, federal state or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or material non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the failure to posses the same, or if subject of an unfavorable decision, ruling or finding, could reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Interep National Radio Sales Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described (other than any the absence of which would not, singly or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change), and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Alnylam Pharmaceuticals Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any written notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (aTYR PHARMA INC)

All Necessary Permits, etc. The Company and each subsidiary its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the except where failure to possess or own do so would not reasonably be expected to result in a Material Adverse Change, and neither none of the Company nor or any subsidiary of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Ascent Capital Group, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-non- compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Common Stock (Myos Rens Technology Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess of its subsidiaries possesses such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted by them and described in the General Disclosure Package and the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary of its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Terms Agreement (Maxwell Technologies Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations authorizations, licenses or permits issued by the appropriate state, federal federal, or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted businesses, including, without limitation, all certificates, authorizations, licenses or permits required for the brokering and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changemaking of loans and lending and brokerage operations, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization authorization, license or permit whichpermit, singly which revocation, modification or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could non-compliance is reasonably likely to result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Novastar Financial Inc)

All Necessary Permits, etc. The Company and each subsidiary Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the except where any failure to possess the same, individually or own in the aggregate, would not result in a Material Adverse Change, and neither the Company nor any subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Charles River Associates Inc)

All Necessary Permits, etc. The Except as disclosed in the Prospectus, the Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (Horizon Pharma, Inc.)

All Necessary Permits, etc. The Company Company, the Acquired Entities and each subsidiary of their respective subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company Company, any Acquired Entity nor any subsidiary of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance noncompliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Healthstream Inc)

All Necessary Permits, etc. The Company and each its subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies bodies, including but not limited to the U.S. Food and Drug Administration and the Federal Communications Commission, necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changepresently conducted, and neither the Company nor any its subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-non- compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Data Critical Corp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (Aptose Biosciences Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

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

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess such certificates, authorizations or own permits would not result in a Material Adverse Change, and neither . Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such 7 12 certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Windmere Durable Holdings Inc)

All Necessary Permits, etc. The Company and each subsidiary Subsidiary possess such valid and current certificates, authorizations or permits issued required by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Registration Statement and Prospectus, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (22nd Century Group, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to so possess or own would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Vitacost.com, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described (other than any the absence of which would not, singly or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change), and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Mykrolis Corp)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those except where the failure to possess any such certificates, authorizations or own permits would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Axsys Technologies Inc)

All Necessary Permits, etc. The Company and each subsidiary its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (Krystal Biotech, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described businesses, except where a failure would not, singly or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change, Change and neither the Company nor any subsidiary has received received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Salix Pharmaceuticals LTD)

All Necessary Permits, etc. The Company and each subsidiary Subsidiary possess such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the except where any failure to possess the same, individually or own in the aggregate, would not result in a Material Adverse Change, and neither the Company nor any subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Cra International, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described now con- ducted, except as would not, individually or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change, and neither . Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (Ashland Inc.)

All Necessary Permits, etc. The Company and each subsidiary of its Subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectus, other than those except where the failure to possess any such certificate, authorization or own permit would not result in a Material Adverse Change, and neither the Company nor any subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance noncompliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (E-Commerce Exchange, Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described businesses, except where the failure so to possess would not, singly or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change, and neither . Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Euronet Worldwide Inc)

All Necessary Permits, etc. The Company and each subsidiary its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and neither the Company nor any subsidiary its subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (Genocea Biosciences, Inc.)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted and described in the Prospectusbusinesses, other than those the failure to possess or own would not result in a Material Adverse Change, and and, to the Company’s knowledge, neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (American Apparel, Inc)

All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses in each case, with such exceptions as currently conducted and described would not, individually or in the Prospectusaggregate, other than those the failure to possess or own would not result in a Material Adverse Change, and neither . Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (Maxtor Corp)

All Necessary Permits, etc. The Company and each subsidiary possess possess, and are in compliance in all material respects with, such valid and current certificates, authorizations authorizations, licenses or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses as currently conducted and described in the Prospectus, other than those the failure to possess or own would not result in a Material Adverse Changebusinesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization authorization, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could would result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (ExamWorks Group, Inc.)

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