Common use of No Material Actions or Proceedings Clause in Contracts

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 8 contracts

Sources: Underwriting Agreement (TELA Bio, Inc.), Underwriting Agreement (TELA Bio, Inc.), Equity Distribution Agreement (TELA Bio, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 8 contracts

Sources: Securities Purchase Agreement (Rezolute, Inc.), Securities Purchase Agreement (Rezolute, Inc.), Underwriting Agreement (Rezolute, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change. Except as would not reasonably be expected, individually or materially and adversely affect in the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material aggregate, to result in a Material Adverse Change, (i) no labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, (ii) to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 6 contracts

Sources: Securities Purchase Agreement (Reneo Pharmaceuticals, Inc.), Sales Agreement (fuboTV Inc. /FL), Underwriting Agreement (Reneo Pharmaceuticals, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would if determined adversely to the Company or any of its subsidiaries could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 3 contracts

Sources: Open Market Sale Agreement (Calithera Biosciences, Inc.), Open Market Sale Agreement (Calithera Biosciences, Inc.), Open Market Sale Agreement (Calithera Biosciences, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which which, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 3 contracts

Sources: Open Market Sale Agreement (Rigel Pharmaceuticals Inc), Open Market Sale Agreement (Rigel Pharmaceuticals Inc), Open Market Sale Agreement (Bellerophon Therapeutics, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesCompany, which would reasonably could be expected, individually or in the aggregate, to result in have a Material Adverse Change Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. .; No material labor dispute with the employees of the Company or any of its subsidiariesCompany, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 3 contracts

Sources: Underwriting Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change. Except as would not reasonably be expected, individually or materially and adversely affect in the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material aggregate, to result in a Material Adverse Change, (i) no labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the CompanyCompany or any of its subsidiaries, exists or, (ii) to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 3 contracts

Sources: Underwriting Agreement (Alx Oncology Holdings Inc), Underwriting Agreement (Alx Oncology Holdings Inc), Underwriting Agreement (Alx Oncology Holdings Inc)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Change Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 3 contracts

Sources: Underwriting Agreement (Keros Therapeutics, Inc.), Underwriting Agreement (Keros Therapeutics, Inc.), Underwriting Agreement (Keros Therapeutics, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with or, to the knowledge of the Company, the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists exists, or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Underwriting Agreement (AdaptHealth Corp.), Underwriting Agreement (AdaptHealth Corp.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceedingproceeding (including arbitration and mediation), inquiry inquiry, audit or investigation investigation, whether civil, criminal or administrative, brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the CompanyCompany or any of its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Open Market Sale Agreement (Vivani Medical, Inc.), Open Market Sale Agreement (Mural Oncology PLC)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change Effect. Except as would not be expected, individually or materially and adversely affect in the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material aggregate, to result in a Material Adverse Effect, no labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Sales Agreement (Lyra Therapeutics, Inc.), Sales Agreement (Lyra Therapeutics, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the CompanyCompany or its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Underwriting Agreement (IGM Biosciences, Inc.), Underwriting Agreement (IGM Biosciences, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesCompany, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiariesCompany, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Underwriting Agreement (IGM Biosciences, Inc.), Underwriting Agreement (IGM Biosciences, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity or regulatory authority now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Lithium Americas Corp.), Equity Distribution Agreement (Lithium Americas Corp.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, suit or proceeding, or written notice of inquiry or investigation investigation, brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Open Market Sale Agreement (Alvotech), Open Market Sale Agreement

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesCompany, which would reasonably could be expected, individually or in the aggregate, to result in have a Material Adverse Change Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiariesCompany, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 2 contracts

Sources: Sales Agreement (Advaxis, Inc.), Placement Agency Agreement (Advaxis, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceedingproceeding (including arbitration and mediation), inquiry inquiry, audit or investigation investigation, whether civil, criminal or administrative, brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, including, but not limited to, with respect to any Plan, which would reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderEffect. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (Arbe Robotics Ltd.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which if determined adversely to the Company or any of its subsidiaries would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderEffect. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (Ziopharm Oncology Inc)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material collaborative labor dispute with the employees of the Company or any of its subsidiariessubsidiaries exists, or or, to the knowledge of the Company, exists with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, in each case, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (Purple Biotech Ltd.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which if determined adversely to the Company or any of its subsidiaries would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Ziopharm Oncology Inc)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Change Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expectedexcept as could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect.

Appears in 1 contract

Sources: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)

No Material Actions or Proceedings. There is are no actionactions, suitsuits, proceedingproceedings, inquiry inquiries or investigation investigations brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in have a Material Adverse Change Effect or materially and adversely affect the consummation of the transactions contemplated by this Agreement Agreement, the Time of Sale Prospectus or the Prospectus or the performance by the Company of its obligations hereunderhereunder or thereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Navigator Holdings Ltd.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Silvaco Group, Inc.)

No Material Actions or Proceedings. There Except as disclosed in the Prospectus and Registration Statement, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change. Except as would not reasonably be expected, individually or materially and adversely affect in the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material aggregate, to result in a Material Adverse Change, (i) no labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, (ii) to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Sales Agreement (fuboTV Inc. /FL)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would could be reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Engaged Capital LLC)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, threatened against the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (TELA Bio, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariessubsidiaries or, to the Company’s knowledge, any officer or director of the Company, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderEffect. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (NGM Biopharmaceuticals Inc)

No Material Actions or Proceedings. There is are no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now actions, suits or proceedings pending or, to the knowledge best of the Company’s or the Guarantors’ knowledge, threatenedthreatened (i) against or affecting the Company or any of its subsidiaries, against or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderAgreement. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor supplier of the Company, exists or, to the knowledge best of the Company’s or the Guarantors’ knowledge, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Purchase Agreement (Texas Market Tire, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceedingproceeding (including arbitration and mediation), inquiry inquiry, audit or investigation investigation, whether civil, criminal or administrative, brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the CompanyCompany or any of its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (Offerpad Solutions Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change. Except as would not reasonably be expected, individually or materially and adversely affect in the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No aggregate, to result in a Material Adverse Change, no material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Tourmaline Bio, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or any such action, suit or proceeding is or would be material in the performance by context of the Company sale of its obligations hereunderShares. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (CASI Pharmaceuticals, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceedingproceeding (including arbitration and mediation), inquiry inquiry, audit or investigation investigation, whether civil, criminal or administrative, brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariessubsidiaries is subject, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the CompanyCompany or any of its subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (Nuvation Bio Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceedingproceeding (including arbitration and mediation), inquiry inquiry, audit or investigation investigation, whether civil, criminal or administrative, brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesSubsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiariesSubsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the CompanyCompany or any of its Subsidiaries, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (Achieve Life Sciences, Inc.)

No Material Actions or Proceedings. There Except as otherwise disclosed in the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably could be expected, individually or in the aggregate, to result in a Material Adverse Change Change. Except as would not be expected, individually or materially and adversely affect in the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material aggregate, to result in a Material Adverse Change, no labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Open Market Sale Agreement (Lyra Therapeutics, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company’s knowledge, threatened, against or affecting the Company or any of its subsidiaries, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change Change. Except as would not reasonably be expected, individually or materially and adversely affect in the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. No material aggregate, to result in a Material Adverse Change, (i) no labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, (ii) to the knowledge of the Company’s knowledge, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Artiva Biotherapeutics, Inc.)

No Material Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which which, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunderChange. No material labor dispute with the employees of the Company or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the knowledge of the Company, is threatened or imminent, which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Bellerophon Therapeutics, Inc.)