Common use of Absence of Certain Events Clause in Contracts

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there shall not have been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there shall not have been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares Common Stock of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ Representative’s reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there shall not have been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares Common Stock of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term short‑term or long-term long‑term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ Representative’s reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries Controlled Entities has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there shall not have been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its SubsidiariesControlled Entities, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any of the Company or its SubsidiariesControlled Entities, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there shall not have been any change in the share capital stock (other than a change in the number of outstanding Ordinary Common Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there shall not have been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package and the ProspectusPackage, none of neither the Company or nor any of its Subsidiaries has subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there shall not have been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securitiessecurities described in the Time of Sale Disclosure Package), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities described in the Time of the CompanySale Disclosure Package), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any stock of the Company or any of its Subsidiariessubsidiaries, or any Material Adverse Change or any development involving that would be reasonably expected to result in a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, that in the Underwriters’ reasonable Representative’s judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there shall not have been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package and the Prospectus, none of the Company Company, the Subsidiary or its Subsidiaries has any of their consolidated subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock or limited liability company interests, as the case may be; and there shall not have been any change in the share capital (other than a change in stock or the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities)limited liability company interests, or any material change in the short-term or long-term debt of any of the Company or the Subsidiary (other than as a result of the conversion of convertible securities of the Companysecurities), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock or the limited liability company interests of the Company, the Subsidiary or any of the Company or its Subsidiariestheir consolidated subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable your judgment, makes is so material and adverse as to make it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries Controlled Entities has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there shall not have been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its SubsidiariesControlled Entities, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any of the Company or its SubsidiariesControlled Entities, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities Firm Shares on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package and the Prospectus, none of neither the Company or nor its Subsidiaries has subsidiary shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there shall not have been any change in the share capital stock (subject to the requirements of Section 4(i) hereof, other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Companysecurities), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any stock of the Company or its Subsidiariessubsidiary, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable your judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Registration Statement, the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there shall not have been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securitiesoptions), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Company), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any of the Company or its Subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package and the Prospectus, none of the Company or its Subsidiaries has vTv Parties shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock or membership interests, as applicable; and there shall not have been any change in the share capital stock of the Company (other than a change in the number of outstanding Ordinary Shares shares of the Company Class A Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of any of the Company vTv Parties (other than as a result of the conversion of convertible securities of the Companysecurities), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock or membership interests of any of the Company or its SubsidiariesvTv Parties, as applicable, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable your judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package and the Prospectus, none of neither the Company or nor any of its Subsidiaries has subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there shall not have been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securitiessecurities or pursuant to the Kreos Loan Agreements), or any material change in the short-term or long-term debt of any of the Company (other than as a result of the conversion of convertible securities of the Companysecurities), or its Subsidiaries, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of any shares of the Company or any of its Subsidiariessubsidiaries, or any Material Adverse Change Effect or any development involving a prospective Material Adverse Change Effect (whether or not arising in the ordinary course of business), that, in the Underwriters’ reasonable your judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus.