Common use of No Undisclosed Events, Liabilities, Developments or Circumstances Clause in Contracts

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 79 contracts

Samples: Securities Purchase Agreement (Ener-Core Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (KIT Digital, Inc.)

AutoNDA by SimpleDocs

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 12 contracts

Samples: Securities Purchase Agreement (China Shuangji Cement Ltd.), Securities Purchase Agreement (Biostar Pharmaceuticals, Inc.), Securities Purchase Agreement (China Power Equipment, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or to its knowledge is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 7 contracts

Samples: Subscription Agreement (Upholstery International, Inc.), Equity Purchase Agreement (Accelera Innovations, Inc.), Equity Purchase Agreement (ProGreen Properties, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Membership Interests and which has not been publicly announced.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC), Securities Purchase Agreement (Dipexium Pharmaceuticals, LLC)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 5 contracts

Samples: Share Exchange Agreement (Gourmet Herb Growers Inc), Share Exchange Agreement (Travel Hunt Holdings Inc), Share Exchange Agreement (Rio Bravo Oil, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares and which has not been publicly announced.

Appears in 4 contracts

Samples: Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (eFuture Information Technology Inc.), Securities Purchase Agreement (Jeffs' Brands LTD)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 4 contracts

Samples: Share Exchange Agreement (Equicap Inc), Share Exchange Agreement (Millennium Quest Inc), Share Exchange Agreement (Point Acquisition Corp)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Tejon Ranch Co), Securities Purchase Agreement (Allied Defense Group Inc), Securities Purchase Agreement (Allied Defense Group Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Company Common Stock and which has not been publicly announceddisclosed other than set forth herein.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp), Common Stock Purchase Agreement (Liquidia Corp)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Maple Mountain Explorations Inc.), Securities Purchase Agreement (Maxwell Technologies Inc), Securities Purchase Agreement (Maple Mountain Explorations Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No material event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (Composite Technology Corp), Securities Purchase Agreement (Composite Technology Corp)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, prospects operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Class A Common Stock and which has not been publicly announced.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Wet Seal Inc), Securities Purchase Agreement (Wet Seal Inc), Securities Purchase Agreement (Wet Seal Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No Except for the transactions contemplated hereby, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 3 contracts

Samples: Confidential (Pan American Goldfields LTD), Private Placement Subscription Agreement (Mexoro Minerals LTD), Private Placement Subscription Agreement (Mexoro Minerals LTD)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Senesco Technologies Inc), Securities Purchase Agreement (Senesco Technologies Inc), Securities Purchase Agreement (Senesco Technologies Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (I Many Inc), Securities Purchase Agreement (I Many Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Telecommunication Systems Inc /Fa/), Securities Purchase Agreement (24/7 Real Media Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announcedannounced or disclosed in the SEC Documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Great Basin Scientific, Inc.), Securities Purchase Agreement (Great Basin Scientific, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No Except for the transactions contemplated hereby, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Guilford Pharmaceuticals Inc), Securities Purchase Agreement (Commerce One Inc / De/)

No Undisclosed Events, Liabilities, Developments or Circumstances. No Except for the offering and sale of the Securities, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospectsoperations, operations condition (financial or financial conditionotherwise) or results of operations, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Stockeryale Inc), Securities Purchase Agreement (Willbros Group Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No To the Company's knowledge, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (House of Taylor Jewelry, Inc.), Securities Purchase Agreement (House of Taylor Jewelry, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Usa Technologies Inc), Securities Purchase Agreement (Usa Technologies Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc), Series a Convertible Preferred Stock Purchase Agreement (EnterConnect Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and Ordinary Shares or Preferred Shares, which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Commtouch Software LTD), Securities Purchase Agreement (Commtouch Software LTD)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or any of its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Security Purchase Agreement (Amyris, Inc.), Security Purchase Agreement (Amyris, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Ascendia Brands, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No Except for the transactions contemplated hereby and pursuant to the Purchase Agreements, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Exchange Agreement (Carlyle Group L.P.), Exchange Agreement (Solus Alternative Asset Management LP)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated reasonably expected to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.), Securities Purchase Agreement (A-Power Energy Generation Systems, Ltd.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Telkonet Inc), Securities Purchase Agreement (NGAS Resources Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its shares of Common Stock and which has not been publicly announceddisclosed or disclosed to the Holders.

Appears in 2 contracts

Samples: Exchange Agreement (Bonds.com Group, Inc.), Exchange Agreement (Bonds.com Group, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospectsbusinesses, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Ascendia Brands, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be is required to be be, or should have been, disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with in the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announcedDocuments.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cash Systems Inc), Securities Purchase Agreement (Brooke Corp)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 SB-2 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Natural Nutrition Inc.), Investment Agreement (China-Biotics, Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective businessbusinesses, properties, prospects, operations or condition (financial conditionor otherwise), that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC Commission relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Underwriting Agreement (Vector Group LTD)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, -- operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase and Exchange Agreement (Aeolus Pharmaceuticals, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated by the Company to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Dna Sciences Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries any Issuer or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Note and Warrant Purchase and Security Agreement (Broadcast International Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock where the filing of such Form S-1 is required and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Answers CORP)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, or its Subsidiaries or their respective businessbusinesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its the Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Western Petroleum, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated reasonably expected to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Modtech Holdings Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC Commission relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.described in the Closing 8-K.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Biologic Products, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 (or SB-2) filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Investment Agreement (Benda Pharmaceutical, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development development, circumstance or circumstance transaction has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries Company or any Subsidiary or their respective business, properties, prospectsoperations, condition (financial or other), results of operations or financial conditionprospects, that would be required to be disclosed by the Company under applicable securities laws (including pursuant to the anti-fraud provisions thereof) on a registration statement on Form S-1 S-3 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announceddisclosed.

Appears in 1 contract

Samples: Patent and Trademark Security Agreement (Emagin Corp)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur (other than the transactions contemplated hereby), with respect to the Company, Company or any of its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with in an immediate report to the SEC relating to an issuance and sale by or the Company of its Common Stock and which has not been publicly announcedISA.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bos Better Online Solutions LTD)

AutoNDA by SimpleDocs

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Solidion Technology Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announcedannounced on or before the Tranche A Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cheetah Oil & Gas Ltd.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its shares of Common Stock and which has not been publicly announceddisclosed or disclosed to each Buyer.

Appears in 1 contract

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries subsidiaries or their respective businessbusinesses, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC Securities and Exchange Commission (the “SEC”) relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Share Exchange Agreement (Sunset Suits Holdings, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 or SB-2 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Smart Video Technologies Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 SB-2 filed with the SEC relating to an issuance and sale by the Company of its Class A Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vaso Active Pharmaceuticals Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its shares of Common Stock and which has not been publicly announceddisclosed or disclosed to the Buyer.

Appears in 1 contract

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares or ADSs and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Can-Fite BioPharma Ltd.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No As of the date hereof, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Recapitalization Agreement (Acacia Research Corp)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Company Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Share Exchange Agreement (Heavy Earth Resources, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Broadvision Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been reflected in the SEC Documents or otherwise publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ediets Com Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No Since February 11, 2007, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Defense Systems Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development development, circumstance or circumstance transaction has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries Company or any Subsidiary or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws (including pursuant to the anti-fraud provisions thereof) on a registration statement on Form S-1 SB-2 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Small World Kids Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No To the Company’s knowledge, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (MEI Pharma, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Image Entertainment Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Acurx Pharmaceuticals, LLC)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, prospects operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Act Teleconferencing Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its shares of the Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Global Earth Energy, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 or any other applicable form filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (GreenHunter Energy, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common the Company Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Share Exchange Agreement (BTHC Iii Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its shares of Common Stock and which has not been publicly announcedannounced or disclosed to the Buyer.

Appears in 1 contract

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eyenovia, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur exists with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its shares of Common Stock and which has not been publicly announceddisclosed or disclosed to the Buyers.

Appears in 1 contract

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 S 1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Subscription Agreement (Orion Ethanol, Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, Company or its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (Paincare Holdings Inc)

No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is contemplated to occur occur, with respect to the Company, its Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Appears in 1 contract

Samples: Securities Purchase Agreement (China Technology Development Group Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.