Common use of Anti-Corruption and Anti-Bribery Laws Clause in Contracts

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof); (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery or related law, statute or regulation (collectively, “Anti-Corruption Laws”); the Company and its subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Adicet Bio, Inc.), Underwriting Agreement (Adicet Bio, Inc.)

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Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Act 2010 of the United Kingdom UK Bxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery or related law, statute or regulation corruption law (collectively, the Anti-Corruption LawsActs”); the or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit . The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates, have conducted their respective businesses in compliance with Anti-Corruption Laws the Acts and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 2 contracts

Samples: Open Market Sale (BELLUS Health Inc.), Underwriting Agreement (BELLUS Health Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, Subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries Subsidiaries, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries Subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or -controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery UK Bxxxxxx Xxx 0000, the Foreign Corrupt Practices Act 2010 (Canada) or Corruption of the United Kingdom Foreign Public Officials Act (Canada), or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 2 contracts

Samples: Open Market Sale (VBI Vaccines Inc/Bc), Open Market Sale (VBI Vaccines Inc/Bc)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, Subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries norSubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries Subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries Subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery UK Bxxxxxx Xxx 0000, the Foreign Corrupt Practices Act 2010 (Canada) or Corruption of the United Kingdom Foreign Public Officials Act (Canada), or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries Subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: VBI Vaccines Inc/Bc

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, director or officer or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”), the UK Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and the CFPOA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Open Market Sale (Neptune Wellness Solutions Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder"FCPA"), the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA"), the UK Bribery Act 2010 of the United Kingdom 2010, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company's affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and CFPOA and have instituted instituted, maintain and maintained enforce, and will continue to maintain and enforce (or are in the process of instituting and maintaining) policies and procedures reasonably designed to promote and achieve ensure compliance with such laws all applicable anti-bribery and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Antianti-Corruption Lawscorruption laws.

Appears in 1 contract

Samples: Lithium Americas Corp.

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Act 2010 of the United Kingdom UK Xxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery or related law, statute or regulation corruption law (collectively, the Anti-Corruption LawsActs”); the or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit . The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates, have conducted their respective businesses in compliance with Anti-Corruption Laws the Acts and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Underwriting Agreement (BELLUS Health Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Act 2010 of the United Kingdom UK Xxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery or related corruption law, statute including, without limitation, Sections 291 and 291A of the Israel Penal Law, 5737-1977 and the rules and regulations thereunder; or regulation (collectivelyiv) made, “Anti-Corruption Laws”); the offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit . The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Underwriting Agreement (Rada Electronic Industries LTD)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder"FCPA"), the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA"), the UK Bribery Act 2010 of the United Kingdom 2010, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company's affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and CFPOA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Open Market Sale (Lithium Americas Corp.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Corruption of Foreign Public Officials Act 2010 of (Canada) (the United Kingdom “CFPOA”), the UK Bxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and the CFPOA instituted and have instituted and maintained and will continue to maintain policies and procedures controls reasonably designed to promote and achieve ensure compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Underwriting Agreement (ESSA Pharma Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Corruption of Foreign Public Officials Act 2010 of (Canada) (the United Kingdom “CFPOA”), the UK Bxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s Affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and the CFPOA instituted and have instituted and maintained and will continue to maintain policies and procedures controls reasonably designed to promote and achieve ensure compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Open Market Sale (ESSA Pharma Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof); (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery or related law, statute or regulation (collectively, “Anti-Corruption Laws”); the Company and has conducted its subsidiaries have conducted their businesses business in compliance with Anti-Corruption Laws and have has instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws.

Appears in 1 contract

Samples: Design Therapeutics, Inc.

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the UK Bribery Act 2010 of the United Kingdom 2010, or any other applicable anti-corruption, bribery or anti-bribery or related corruption law, statute or regulation including Sections 291 and 291A of the Israel Penal Law, 5737-1977, and the rules and regulations thereunder (collectively, “Anti-Corruption Laws”); the or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither therewith. No investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company nor or any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise with respect to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption LawsLaws is pending or, to the best knowledge of the Company, threatened.

Appears in 1 contract

Samples: Open Market Sale (Arbe Robotics Ltd.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Act 2010 of the United Kingdom UK Xxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery corruption law applicable to the Company or related lawany of its subsidiaries, statute directors, officers, or regulation employees of the Company or any of its subsidiaries; or (collectivelyiv) made, “Anti-Corruption Laws”); the offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Rockley Photonics Holdings LTD

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Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunderCorruption of Foreign Public Officials Act (Canada), the Bribery Proceeds of Crime (Money Laundering) and Terrorist Financing Act 2010 of (Canada), the United Kingdom UK Bxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery or related law, statute or regulation corruption law (collectively, the Anti-Corruption LawsActs”); the or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries have and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the Acts and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Underwriting Agreement (BELLUS Health Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Corruption of Foreign Public Officials Act 2010 of (Canada) (the United Kingdom “CFPOA”), the UK Xxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and the CFPOA instituted and have instituted and maintained and will continue to maintain policies and procedures controls reasonably designed to promote and achieve ensure compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Underwriting Agreement (ESSA Pharma Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Corruption of Foreign Public Officials Act (Canada) (the “CFPOA”), the UK Bribery Act 2010 of the United Kingdom 2010, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s Affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and the CFPOA instituted and have instituted and maintained and will continue to maintain policies and procedures controls reasonably designed to promote and achieve ensure compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: ESSA Pharma Inc.

Anti-Corruption and Anti-Bribery Laws. Neither the Company Corporation nor any of its subsidiaries nor any director, officer, or employee of the Corporation or any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the CompanyCorporation, any agent, affiliate or other person associated with or acting on behalf of the Company Corporation or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company Corporation or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder"FCPA"), the Bribery Corruption of Foreign Public Officials Act 2010 of (Canada) (the United Kingdom "CFPOA"), the UK Bxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the Company rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Corporation and its subsidiaries and, to the knowledge of the Corporation, the Corporation's affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and CFPOA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Underwriting Agreement (Lithium Americas Corp.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer officer, or employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the UK Bribery Act 2010 of the United Kingdom 2010, or any other applicable anti-corruption, bribery or anti-bribery or related corruption law, statute including Sections 291 and 291A of the Israel Penal Law, 5737-1977, and the rules and regulations thereunder; or regulation (collectivelyiv) made, “Anti-Corruption Laws”); the offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Open Market Sale (Alpha Tau Medical Ltd.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, subsidiaries nor any director, officer or any employee of the Company or any of its subsidiaries norsubsidiaries, nor to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunderCorruption of Foreign Public Officials Act (Canada), the Bribery Proceeds of Crime (Money Laundering) and Terrorist Financing Act 2010 of (Canada), the United Kingdom UK Xxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery or related law, statute or regulation corruption law (collectively, the “Anti-Corruption Laws”); the or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries have and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Anti-the Anti Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Underwriting Agreement (Absolute Software Corp)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, nor any directordirectors, officer or employee of the Company or any of its subsidiaries officers, nor, to the knowledge of the Company, any employee, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful paymentpayment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the UK Bribery Act 2010 of the United Kingdom 2010, or any other applicable anti-corruption, bribery or anti-bribery or related law, statute or regulation corruption law (collectively, the Anti-Bribery and Anti-Corruption Laws”); the or (iv) made, offered, authorized, requested, or taken an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with Antithe FCPA and any other applicable anti-Corruption Laws bribery or anti-corruption law and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither therewith. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Bribery and Anti-Corruption Laws.

Appears in 1 contract

Samples: Letter Agreement (Amphastar Pharmaceuticals, Inc.)

Anti-Corruption and Anti-Bribery Laws. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee of the Company or any of its subsidiaries, any agent, affiliate Affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) made, offered, promised or authorized used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense expenses relating to political activity; (ii) made or taken any act in furtherance thereof); (ii) madeof an offer, offeredpromise, promised or authorized authorization of any direct or indirect unlawful payment, contribution or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or public international organization, or any political party, party official, or candidate for political office in violation of any law or of the character required to be disclosed in the Registration Statement and Prospectus; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or amended (the rules and regulations thereunder“FCPA”), the Bribery Act 2010 of the United Kingdom UK Xxxxxxx Xxx 0000, or any other applicable anti-corruption, bribery or anti-bribery corruption law; or related law(iv) made, statute offered, authorized, requested, or regulation (collectivelytaken an act in furtherance of any unlawful bribe, “Anti-Corruption Laws”); the rebate, payoff, influence payment, kickback or other unlawful payment or benefit. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s Affiliates: (i) have conducted their respective businesses in compliance with Anti-Corruption Laws the FCPA and (ii) have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote ensure, and achieve which are reasonably expected to continue to ensure, continued compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Lawstherewith.

Appears in 1 contract

Samples: Enanta Pharmaceuticals Inc

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