Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 8 contracts
Samples: Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.), Sales Agreement (Electrameccanica Vehicles Corp.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 8 contracts
Samples: Sales Agreement (Immunomedics Inc), Sales Agreement (Genetic Technologies LTD), Sales Agreement (G1 Therapeutics, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 8 contracts
Samples: Sales Agreement (Ultragenyx Pharmaceutical Inc.), Sales Agreement (Mersana Therapeutics, Inc.), Sales Agreement (Alpine Immune Sciences, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 7 contracts
Samples: Common Stock (Magenta Therapeutics, Inc.), Common Stock Sales Agreement (Jounce Therapeutics, Inc.), Sales Agreement (Ovid Therapeutics Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could would reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 6 contracts
Samples: Sales Agreement (Audentes Therapeutics, Inc.), Sales Agreement (Audentes Therapeutics, Inc.), Sales Agreement (Albireo Pharma, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Sales Agent or the Forward Seller (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 6 contracts
Samples: Equity Distribution Agreement (Healthcare Realty Trust Inc), Equity Distribution Agreement (Healthcare Realty Trust Inc), Equity Distribution Agreement (Healthcare Realty Trust Inc)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents XX Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 6 contracts
Samples: Sales Agreement (Morphic Holding, Inc.), Sales Agreement (Nautilus Biotechnology, Inc.), Sales Agreement (scPharmaceuticals Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents MLV (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares Securities on the terms and in the manner contemplated in the Prospectus.
Appears in 6 contracts
Samples: Sales Agreement (Resource Capital Corp.), Sales Agreement (Resource Capital Corp.), Resource Capital Corp.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Change, or any development that could reasonably be expected to result in cause a Material Adverse Change, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents CF&Co (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the ProspectusProspectus Supplement.
Appears in 6 contracts
Samples: Sales Agreement (BGC Partners, Inc.), Sales Agreement (BGC Partners, Inc.), Sales Agreement (BGC Partners, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents CF&Co (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 5 contracts
Samples: Sales Agreement (Healthcare Realty Trust Inc), Sales Agreement (Healthcare Realty Trust Inc), Healthcare Realty Trust Inc
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 5 contracts
Samples: Sales Agreement (Mersana Therapeutics, Inc.), Sales Agreement (Raptor Pharmaceutical Corp), Stock Sales Agreement (Corindus Vascular Robotics, Inc.)
Material Changes. Except as contemplated in the ProspectusProspectuses, or disclosed in the CompanyTrust’s reports filed with the CommissionCommission and the Canadian Securities Commissions, there shall not have been any material adverse change, on a consolidated basis, change in the authorized capital stock Units or other equity of the Company Trust or any Material Adverse Change material adverse effect or any development that could reasonably be expected to result in cause a Material Adverse Changematerial adverse effect, or any a downgrading in or withdrawal of the rating assigned to any of the CompanyTrust’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the CompanyTrust’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company Trust of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares Units on the terms and in the manner contemplated in the Prospectus.
Appears in 4 contracts
Samples: Sales Agreement (Sprott Physical Platinum & Palladium Trust), Sales Agreement (Sprott Physical Gold Trust), Sales Agreement (Sprott Physical Silver Trust)
Material Changes. Except as contemplated in the ProspectusProspectuses, or disclosed in the CompanyTrust’s reports filed with the CommissionCommission and the Canadian Securities Commissions, there shall not have been any material adverse change, on a consolidated basis, change in the authorized capital stock Units or other equity of the Company Trust or any Material Adverse Change material adverse effect or any development that could reasonably be expected to result in cause a Material Adverse Changematerial adverse effect, or any a downgrading in or withdrawal of the rating assigned to any of the CompanyTrust’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the CompanyTrust’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without relieving the Company Trust of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares Units on the terms and in the manner contemplated in the Prospectus.
Appears in 4 contracts
Samples: Sales Agreement (Sprott Physical Gold Trust), Sales Agreement (Sprott Physical Gold & Silver Trust), Sales Agreement (Sprott Physical Platinum & Palladium Trust)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Change, or any development that could reasonably be expected to result in cause a Material Adverse Change, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents CF&Co (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 4 contracts
Samples: Sales Agreement (BGC Partners, Inc.), Sales Agreement (BGC Partners, Inc.), Sales Agreement (BGC Partners, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 4 contracts
Samples: Sales Agreement (YRC Worldwide Inc.), Adcare Health Systems, Inc, Adcare Health Systems, Inc
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 4 contracts
Samples: Sales Agreement (Acer Therapeutics Inc.), Sales Agreement (Ampio Pharmaceuticals, Inc.), Antigenics Inc /De/
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cantor (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 4 contracts
Samples: Sales Agreement (Scynexis Inc), Scynexis Inc, Scynexis Inc
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could would reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents MLV (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Common Stock (Synta Pharmaceuticals Corp), Common Stock (Synta Pharmaceuticals Corp), Common Stock (Synta Pharmaceuticals Corp)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents XX Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Sales Agreement (Rapid Micro Biosystems, Inc.), Sales Agreement (vTv Therapeutics Inc.), Olema Pharmaceuticals, Inc.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Sales Agreement (COMPASS Pathways PLC), Sales Agreement (NuCana PLC), Sales Agreement (Merus N.V.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Sales Agreement (Affimed N.V.), Affimed N.V., Affimed N.V.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Sales Agreement (Madrigal Pharmaceuticals, Inc.), Sales Agreement (SpringWorks Therapeutics, Inc.), Sales Agreement (Pixelworks, Inc)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Sales Agreement (Kura Oncology, Inc.), Sales Agreement (Kura Oncology, Inc.), Sales Agreement (Kura Oncology, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents SVB Leerink (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Sales Agreement (Axovant Gene Therapies Ltd.), Sales Agreement (Axovant Gene Therapies Ltd.), Sales Agreement (Sio Gene Therapies Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s 's reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s 's securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s 's securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 3 contracts
Samples: Sales Agreement (ALKALINE WATER Co INC), Ascent Solar Technologies, Inc., Uqm Technologies Inc
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx Fargo (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (BOSTON OMAHA Corp), BOSTON OMAHA Corp
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Oyster Point Pharma, Inc.), Sales Agreement (Cabaletta Bio, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxxxxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Magnum Hunter Resources Corp, Magnum Hunter Resources Corp
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Ladenburg (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Scynexis Inc), Sales Agreement (Scynexis Inc)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Affimed N.V.), Affimed N.V.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: BOSTON OMAHA Corp, BOSTON OMAHA Corp
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could would reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Blonder Tongue Laboratories Inc), Sales Agreement (Creative Realities, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Aspen Aerogels Inc), Sales Agreement (Aspen Aerogels Inc)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Change, or any development that could reasonably be expected to result in cause a Material Adverse Change, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents CF&Co (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Essex Property Trust Inc), Sales Agreement (Essex Property Trust Inc)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Allena Pharmaceuticals, Inc.), Sales Agreement (Allena Pharmaceuticals, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in have a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Rocket Pharmaceuticals, Inc.), Alpine Immune Sciences, Inc.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in have a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Five Prime Therapeutics, Inc.), Sales Agreement (Atreca, Inc.)
Material Changes. Except as contemplated in the Registration Statement or the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Molecular Templates, Inc.), Sales Agreement (Molecular Templates, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents either Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: YRC Worldwide Inc., ARYx Therapeutics, Inc.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could would reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Allakos Inc.), Sales Agreement (Roivant Sciences Ltd.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Aurora Cannabis Inc), Sales Agreement (Aurora Cannabis Inc)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Credit Agricole (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Healthcare Realty Trust Inc), Sales Agreement (Healthcare Realty Trust Inc)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (Cabaletta Bio, Inc.), Sales Agreement (Cabaletta Bio, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) ), if any, by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), if any, the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Leerink (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 2 contracts
Samples: Sales Agreement (uniQure N.V.), Sales Agreement (uniQure N.V.)
Material Changes. Except as contemplated in the ProspectusProspectuses, or disclosed in the Company’s reports filed with the CommissionCommission and the Canadian Securities Regulators, there shall not have been any material adverse change, on a consolidated basis, change in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the any rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the ProspectusProspectuses.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, Prospectus or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s 's reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s 's securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s 's securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents XX Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, Change or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the ProspectusProspectuses, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the ProspectusProspectuses.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the any rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) ), if any, by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), if any, the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents SVB Leerink (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (uniQure N.V.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commissionpublic filings on EXXXX, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Helius Medical Technologies, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s 's reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s 's securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s 's securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents MLV (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Cel Sci Corp
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Orphazyme a/S)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents KeyBanc (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Underwriter (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: OVERSTOCK.COM, Inc
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Annexon, Inc.)
Material Changes. Except as contemplated in the Registration Statement and Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could would reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) ), if any, by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), if any, the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Sales Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents BMO (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Sales Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.. (e)
Appears in 1 contract
Samples: NUSCALE POWER Corp
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Liquidnet (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.. (e)
Appears in 1 contract
Samples: Anaptysbio, Inc
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares Offering on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Tilray, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Aptinyx Inc.)
Material Changes. Except as contemplated in the U.S. Prospectus, or disclosed in the Company’s 's reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s 's securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s 's securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the U.S. Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Passage BIO, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents CF&Co (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Guggenheim Securities (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, Prospectus or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Common Stock (Cti Biopharma Corp)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) ), if any, by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), if any, the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Leerink (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, Prospectus or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, change in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could could, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeeffect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) ), if any, by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), if any, the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents JMP (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Baudax Bio, Inc.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could would reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse changeMaterial Adverse Change, on a consolidated basis, in the authorized capital stock capitalization of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Shares Sales Agreement (Adaptimmune Therapeutics PLC)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in have a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Atreca, Inc.)
Material Changes. Except as contemplated in the Prospectus, the Registration Statement, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, change in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the ProspectusProspectuses, or disclosed in the Company’s reports filed with the CommissionCommission and the Canadian Securities Regulators, there shall not have been any material adverse change, on a consolidated basis, change in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of any of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the ProspectusProspectuses.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized share capital stock of the Company or any Material Adverse Change Effect or any development that could would reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents XX Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Exscientia PLC
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (SOPHiA GENETICS SA)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect or any development that could reasonably be expected to result in a Material Adverse ChangeEffect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Xxxxx (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Sales Agreement (Invitae Corp)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents (without Ladenburg(without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s 's reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s 's securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s 's securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Samples: Opgen Inc
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change Effect, or any development that could reasonably be expected to result in cause a Material Adverse ChangeEffect, or any a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Calyon (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
Appears in 1 contract
Material Changes. Except as contemplated in the Registration Statement or Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
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Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
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Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset-backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset-backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agents Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
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