Common use of No Material Adverse Changes Clause in Contracts

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been a material adverse change, or any development that would be expected to result in a material adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company arising for any reason whatsoever (a “Material Adverse Change”), (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accounting.

Appears in 13 contracts

Samples: Underwriting Agreement (G&P Acquisition Corp.), Underwriting Agreement (G&P Acquisition Corp.), Underwriting Agreement (Amplitude Healthcare Acquisition Corp)

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No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been a material adverse change, or any development that would be expected to result in a material adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, arising for any reason whatsoever (a “Material Adverse Change”), (ii) the Company has not incurred, nor will it incur, incurred any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, into any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock stock, and (iv) the Company has not altered its method of accounting.

Appears in 4 contracts

Samples: Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.), Underwriting Agreement (ImmunoCellular Therapeutics, Ltd.), Underwriting Agreement (Immune Pharmaceuticals Inc)

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been and will not have been a material adverse change, or any development that would be expected to result change in a material adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company Company, arising for any reason whatsoever (a “Material Adverse Change”)) or a Material Adverse Change in the capitalization of the Company, (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accountingstock.

Appears in 3 contracts

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

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been a material adverse change, or any development that would be expected to result in a material adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise)condition, results of operations or capitalization of the Company and its subsidiary, taken as a whole, arising for any reason whatsoever (a “Material Adverse Change”), (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accountingstock.

Appears in 3 contracts

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

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been and will not have been a material adverse change, or any development that would be expected to result change in a material adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of each of the Company and the Subsidiaries, taken as a whole, arising for any reason whatsoever (a “Material Adverse Change”)) or a Material Adverse Change in the capitalization of the Company, (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accountingstock.

Appears in 3 contracts

Samples: Underwriting Agreement (NGAS Resources Inc), Underwriting Agreement (NGAS Resources Inc), Underwriting Agreement (NGAS Resources Inc)

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (i) there has not been a material adverse change, or any development that would be expected to result in a material adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company and its subsidiaries, taken as a whole, arising for any reason whatsoever (a “Material Adverse Change”), (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not materially altered its method of accounting.

Appears in 2 contracts

Samples: Underwriting Agreement (Ivanhoe Electric Inc.), Underwriting Agreement (Ivanhoe Electric Inc.)

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing DateProspectus, except as set forth in the Registration Statement, the General Disclosure Package Statement and the Prospectus, (i) there has not been a material adverse change, or any development that would be expected to result in a material adverse change, in or affecting the business, properties, assets, management, business prospects, earnings, rights, condition (financial or otherwise), results of operations operations, capitalization or capitalization long-term debt of the Company and its subsidiaries, taken as a whole, arising for any reason whatsoever (a “Material Adverse Change”), (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, (iii) the Company has not and will not have paid paid, declared, set aside for payment or declared made any dividends or other distributions of any kind on any class of its share capital stock and (iv) the Company has not altered its method of accounting.

Appears in 1 contract

Samples: Gamida Cell Ltd.

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No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been and will not have been a material adverse change, or nor any development that would be expected to result in or event involving a prospective material adverse change, change in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise), ) or results of operations or capitalization of the Company and the Subsidiaries, taken as a whole, arising for any reason whatsoever (a "Material Adverse Change”)") or any material change in the capitalization of the Company, (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accountingstock.

Appears in 1 contract

Samples: Underwriting Agreement (Exploration Co of Delaware Inc)

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been and will not have been a material adverse change, or any development that would be expected to result change in a material adverse change, in or affecting the business, properties, assets, management, business prospectsprospects currently contemplated, condition (financial or otherwise), ) or results of operations or capitalization of the Company and the Subsidiaries, taken as a whole, arising for any reason whatsoever (a “Material Adverse Change”)) or a Material Adverse Change in the capitalization of the Company, (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accountingstock.

Appears in 1 contract

Samples: Underwriting Agreement (Warren Resources Inc)

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been a material adverse change, or any development that would be reasonably expected to result in a prospective material adverse change, in or affecting the business, properties, assets, management, business prospects, condition (financial or otherwise), results of operations or capitalization of the Company arising for any reason whatsoever (a “Material Adverse Change”), (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, into any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accountingstock.

Appears in 1 contract

Samples: Underwriting Agreement (Tokai Pharmaceuticals Inc)

No Material Adverse Changes. Since the respective dates as of which information is given in the Registration Statement and the Prospectus and prior to the Closing Date and any Option Closing Date, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has not been and will not have been a material adverse change, or any development that would be expected to result change in a material adverse change, in or affecting the business, properties, assets, management, business prospectsprospects as described in the Registration Statement, condition (financial or otherwise), ) or results of operations or capitalization of the Company arising for any reason whatsoever (a "Material Adverse Change”)") or a Material Adverse Change in the capitalization of the Company, (ii) the Company has not incurred, nor will it incur, any material liabilities or obligations, direct or contingent, nor has it entered into, nor will it enter into, any material transactions not in the ordinary course of business, other than pursuant to this Agreement and the transactions referred to herein, and (iii) the Company has not and will not have paid or declared any dividends or other distributions of any kind on any class of its capital stock and (iv) the Company has not altered its method of accountingstock.

Appears in 1 contract

Samples: Epimmune Inc

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