Common use of Change of Circumstances Clause in Contracts

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 41 contracts

Samples: Sales Agreement (Voyager Therapeutics, Inc.), Sales Agreement (Romeo Power, Inc.), Sales Agreement (Brightcove Inc)

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Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell Placement SharesNotice, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 5 contracts

Samples: Stock Sales Agreement (Macrogenics Inc), Sales Agreement (Revance Therapeutics, Inc.), Common Stock (IO Biotech, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell the pendency of any sale of Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 4 contracts

Samples: Sales Agreement (Unity Biotechnology, Inc.), Sales Agreement (Aadi Bioscience, Inc.), Sales Agreement (Syros Pharmaceuticals, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement SharesShares hereunder or pursuant to a Terms Agreement, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement or any Terms Agreement.

Appears in 3 contracts

Samples: Sales Agreement (Mirati Therapeutics, Inc.), Sales Agreement (Mirati Therapeutics, Inc.), Sales Agreement (Cabaletta Bio, Inc.)

Change of Circumstances. The Company will, at any time will during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell sale of Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 2 contracts

Samples: Sales Agreement (Terns Pharmaceuticals, Inc.), Sales Agreement (Entrada Therapeutics, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell Placement SharesNotice, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 2 contracts

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

Change of Circumstances. The Company will, at any time prior to tendering or during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell Placement Sharesfor a sale of Shares hereunder, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 2 contracts

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

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement SharesShares hereunder, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Intercept Pharmaceuticals, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender before it tenders a Placement Notice or sell for the sale of any Placement SharesShares hereunder, advise Cowen promptly after it shall have received of a notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Burning Rock Biotech LTD)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to Cowen pursuant to this Agreement., provided, that the Company may satisfy its obligations under this Section 7(j) by effecting a filing in accordance with the Exchange Act with respect to such information or fact (k)

Appears in 1 contract

Samples: Anaptysbio, Inc

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell Placement Sharessale of Shares hereunder or pursuant to a Terms Agreement, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement or any Terms Agreement.

Appears in 1 contract

Samples: Sales Agreement (Editas Medicine, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement SharesShares hereunder or pursuant to a Terms Agreement, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement or any Terms Agreement.

Appears in 1 contract

Samples: Terms Agreement (Adaptimmune Therapeutics PLC)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Albireo Pharma, Inc.)

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Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement; provided, however, that the Company may satisfy its obligations under this Section 7(j) by effecting a filing in accordance with the Exchange Act with respect to such information or fact.

Appears in 1 contract

Samples: Sales Agreement (NewAmsterdam Pharma Co N.V.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement SharesShares hereunder, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 1 contract

Samples: Sales Agreement (SpringWorks Therapeutics, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to Cowen pursuant to this Agreement; provided that for purposes of this Section 7(j), Cowen shall be deemed to be advised of any information or facts disclosed in a filing by the Company which is available on IDEA.

Appears in 1 contract

Samples: Sales Agreement (Horizon Pharma, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell the sale of Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 1 contract

Samples: Sales Agreement (MedAvail Holdings, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell upon delivery of a Placement SharesNotice through the termination of a Placement Notice, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 1 contract

Samples: Common Stock (Seres Therapeutics, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender pendency of a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement.

Appears in 1 contract

Samples: Sales Agreement (Mersana Therapeutics, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to Cowen pursuant to this Agreement; provided, however, that the Company may satisfy its obligations under this paragraph by effecting a filing in accordance with the Exchange Act with respect to such information or fact.

Appears in 1 contract

Samples: Sales Agreement (Alpine Immune Sciences, Inc.)

Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to Cowen pursuant to this Agreement; provided, that the Company may satisfy its obligations under this Section 7(j) by effecting a filing in accordance with the Exchange Act with respect to such information or fact.

Appears in 1 contract

Samples: Sales Agreement (Elevation Oncology, Inc.)

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