Common use of No Misstatement or Material Omission Clause in Contracts

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 54 contracts

Samples: Equity Distribution Agreement (Rexford Industrial Realty, Inc.), Equity Distribution Agreement (Rexford Industrial Realty, Inc.), Equity Distribution Agreement (Rexford Industrial Realty, Inc.)

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No Misstatement or Material Omission. The Sales Agent and the Forward Seller shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s or the Forward Seller’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s or the Forward Seller’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 22 contracts

Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Realty Trust Inc)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 15 contracts

Samples: Equity Distribution Agreement (Castle Brands Inc), Equity Distribution Agreement (Castle Brands Inc), Equity Distribution Agreement (Extra Space Storage Inc.)

No Misstatement or Material Omission. The Sales Agent Agents shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s Agents’ reasonable opinion is material, or omits to state a fact that in the Sales Agent’s Agents’ reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 7 contracts

Samples: Sales Agreement (Orbital Energy Group, Inc.), Distribution Agreement (Akerna Corp.), Sales Agreement (Scilex Holding Co)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 4 contracts

Samples: Sales Agreement (IGC Pharma, Inc.), Sales Agreement (HeartBeam, Inc.), Common Stock (Precipio, Inc.)

No Misstatement or Material Omission. The Sales Agent Agents shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s Agents’ reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable Agents’ opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Extra Space Storage Inc.), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement Statement, the Prospectus or Prospectus, or any Issuer Free Writing Prospectusthe Time of Sale Information, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 3 contracts

Samples: Open Market Sale (Trinity Capital Inc.), Open Market Sale Agreement (Trinity Capital Inc.), Open Market Sale (Trinity Capital Inc.)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Statement, the Prospectus, or any Issuer Free Writing Prospectusthe ADS Registration Statement, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 2 contracts

Samples: Sales Agreement (Foresight Autonomous Holdings Ltd.), Foresight Autonomous Holdings Ltd.

No Misstatement or Material Omission. The Sales Agent Agents, the Forward Purchasers or the Forward Sellers shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s Agents’, Forward Purchasers’ or Forward Sellers’ reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable Agents’, Forward Purchasers’ or Forward Sellers’ opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 2 contracts

Samples: Sales Agreement (American Homes 4 Rent), American Homes 4 Rent

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Gramercy Property Trust), Equity Distribution Agreement (Gramercy Property Trust Inc.)

No Misstatement or Material Omission. The Sales Agent and the Forward Purchaser shall not have advised the Company that the Registration Statement Statement, the Prospectus or Prospectus, or any Issuer Free Writing Prospectusthe Time of Sale Information, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s or the Forward Purchaser’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s or the Forward Purchaser’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 2 contracts

Samples: Terms Agreement (Carrols Restaurant Group, Inc.), Open Market Sale (Janus International Group, Inc.)

No Misstatement or Material Omission. The Sales Agent shall have not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Equity Distribution Agreement (Cocrystal Pharma, Inc.)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s 's reasonable opinion is material, or omits to state a fact that in the Sales Agent’s 's reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Common Stock (Counterpath Corp)

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No Misstatement or Material Omission. The Sales Agent Agents shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable Agents’ opinion is material, or omits to state a fact that in the Sales Agent’s reasonable Agents’ opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Equity Distribution Agreement (5E Advanced Materials, Inc.)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion opinion, is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Sales Agreement (Heliogen, Inc.)

No Misstatement or Material Omission. The No Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the such Sales Agent’s reasonable opinion is material, or omits to state a fact that in the such Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Sales Agreement (ChargePoint Holdings, Inc.)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company Partnership that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the reasonable opinion of Xxxxxxx Xxxxx LLP, counsel to the Sales Agent’s reasonable opinion , is material, or omits to state a fact that that, in the Sales Agent’s reasonable opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Distribution Agreement (Buckeye Partners, L.P.)

No Misstatement or Material Omission. The Sales Agent Agents shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable Agents’ opinion is material, or omits to state a fact that in the Sales Agent’s reasonable Agents’ opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Equity Distribution Agreement (Clene Inc.)

No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Sales Agreement (SKYX Platforms Corp.)

No Misstatement or Material Omission. The Sales Agent Agents and Forward Purchasers shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s or Forward Purchaser’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable or Forward Purchaser’s opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

Appears in 1 contract

Samples: Equity Distribution Agreement (Extra Space Storage LP)

No Misstatement or Material Omission. The No Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the such Sales Agent’s reasonable opinion is material, or omits to state a fact that in the such Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.. (d)

Appears in 1 contract

Samples: NUSCALE POWER Corp

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