No Material Adverse Change has occurred Sample Clauses

The 'No Material Adverse Change has occurred' clause serves to confirm that, since a specified date or event, there has been no significant negative change in the business, assets, financial condition, or prospects of a party—typically the seller in a transaction. In practice, this clause is often used as a condition to closing in mergers and acquisitions, requiring the seller to affirm that no such detrimental events have taken place before the deal is finalized. Its core function is to protect the buyer from unforeseen negative developments that could affect the value or viability of the transaction, thereby allocating risk and providing a basis for the buyer to walk away or renegotiate if a material adverse change does occur.
No Material Adverse Change has occurred. The undersigned is a Responsible Officer.
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No Material Adverse Change has occurred. The proceeds for the Term Loan shall be disbursed as follows: Disbursement from Oxford: Loan Amount $ 8,000,000 —Deposit Received Less: —Existing Debt Payoff —Oxford's Legal Fees —Oxford's Facility Fee Net Proceeds due from Oxford: Disbursement from Horizon: Loan Amount $ 5,000,000 —Deposit Received Less: —Existing Debt Payoff —Horizon's Legal Fees —Horizon's Facility Fee Net Proceeds due from Horizon: The aggregate net proceeds of the Term Loan in the amount of $ shall be transferred to Borrower's account as follows: Account Name: Bank Name: Bank Address: Account Number: ABA Number: Dated: September , 2010 BORROWER: TRANZYME, INC. By Name: Title: TRANZYME PHARMA INC. By Name: Title: LENDERS AND COLLATERAL AGENT: OXFORD FINANCE CORPORATION, as Collateral Agent and as a Lender By Name: Title: COMPASS HORIZON FUNDING COMPANY LLC, as a Lender By Name: Title: TO: Oxford Finance Corporation, as Collateral Agent FROM: Tranzyme, Inc. and Tranzyme Pharma Inc. The undersigned authorized officer of TRANZYME, INC., a Delaware corporation ("Tranzyme"), and TRANZYME PHARMA INC., a Canadian corporation ("Tranzyme-Canada") (Tranzyme and Tranzyme-Canada are referred to herein individually and collectively, jointly and severally, solidarily, as "Borrower") hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement among Borrower, Collateral Agent, and the Lenders (the "Agreement"),
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No Material Adverse Change has occurred. The proceeds for the Term Loan shall be disbursed as follows: Disbursement from Collateral Agent: Loan Amount $15,000,000 Less: Lender’s Legal Fees ($ ) Balance of Facility Fee $ N/A Net Proceeds due from Collateral Agent: $ The aggregate net proceeds of the Term Loan in the amount of $ shall be transferred to Borrower’s account as follows: Account Name: Bank Name: Bank Address: Account Number: ABA Number: Dated: , 2010 BORROWER: By Name: Title: GUARANTOR: By Name: Title: AS COLLATERAL AGENT AND AS A LENDER: By Name: Title: TO: OXFORD FINANCE CORPORATION, as Collateral Agent Date: FROM: MEDICINOVA, INC. The undersigned authorized officer of MEDICINOVA, INC. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower, Guarantor, and Lender (the “Agreement”),
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No Material Adverse Change has occurred. The undersigned is a Responsible Officer. WEST\275560994.6 368986-000139
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No Material Adverse Change has occurred. The proceeds for Growth Capital Advance shall be disbursed as follows: Disbursement from Lender: Growth Capital Advance Amount $5,000,000.00 Less: Legal Fees and costs ($89,612.73) Balance of Facility Fee $0.00 Net proceeds due from Lender to Borrower: $4,910,387.27
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No Material Adverse Change has occurred. The undersigned is a Responsible Officer. [Balance of Page Intentionally Left Blank]
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Related to No Material Adverse Change has occurred

  • No Material Adverse Change Since the respective dates as of which information is given in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, except as otherwise specifically stated therein, (i) there has been no material adverse change in the condition, financial or otherwise, or business prospects of the Company, (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement, (iii) no member of the Company’s board of directors (the “Board of Directors”) or management has resigned from any position with the Company and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Board of Directors or management to act in their capacities with the Company as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus.

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Material Adverse Effect Since the date of this Agreement, there shall not have occurred any Material Adverse Effect.

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended (x) December 31, 2014 and December 31, 2013, in each case, audited by PricewaterhouseCoopers, independent public accountants and (y) December 31, 2012 audited by Deloitte LLP, independent public accountants and (ii) as of and for the fiscal quarter ended March 31, 2015. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end adjustments in the case of the unaudited financial statements referred to in clause (ii) above and the absence of footnotes in the case of the unaudited and draft financial statements referred to in clauses (i) and (ii) above. (b) Since December 31, 2014, no event, development or circumstance exists or has occurred that has had or could reasonably be expected to have a material adverse effect on (x) the business, property, financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole, (y) the rights of or remedies available to the Agents and the Lenders under this Agreement, any Guaranty, any Holdings Guaranty or, as of the Amendment No. 4 Effective Date, any Security Document or (z) on the ability of the Borrower to consummate the Transactions.