Changes After Dates in Registration Statement. (i) No Material Adverse Change. Since the end of the period covered by the latest audited financial statements included in the Registration Statement and the Prospectus, and except as otherwise specifically stated therein: (A) to the knowledge of the Company, there has been no events that have occurred that would have a have a material adverse effect on the assets, business, conditions, financial position, results of operations or business prospects of the Company (a “Material Adverse Effect”); and (B) there have been no material transactions entered into by the Company not in the ordinary course of business, other than as contemplated pursuant to this Agreement. (ii) Recent Securities Transactions, etc. Since the end of the period covered by the latest audited financial statements or interim financial statements included in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement and the Prospectus, the Company has not, other than with respect to options to purchase the ordinary shares at an exercise price equal to the then fair market price of the ordinary shares, as determined by the Company’s board of directors, granted to employees, consultants or service providers: (A) issued any securities or incurred any material liability or obligation, direct or contingent, for borrowed money other than in the ordinary course of business; or (B) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
Appears in 3 contracts
Sources: Underwriting Agreement (Bluemount Holdings LTD), Underwriting Agreement (Bluemount Holdings LTD), Underwriting Agreement (Bluemount Holdings LTD)