No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 250 contracts
Sources: Underwriting Agreement (Drugs Made in America Acquisition II Corp.), Underwriting Agreement (Cantor Equity Partners IV, Inc.), Underwriting Agreement (FG Merger III Corp.)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 199 contracts
Sources: Underwriting Agreement (AIGO HOLDING LTD), Underwriting Agreement (Hartford Creative Group, Inc.), Underwriting Agreement (Libera Gaming Operations, Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 191 contracts
Sources: Underwriting Agreement (Newbridge Acquisition LTD), Underwriting Agreement (ChampionsGate Acquisition Corp), Underwriting Agreement (Renatus Tactical Acquisition Corp I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 185 contracts
Sources: Underwriting Agreement (Lumax Acquisition Corp.), Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Treehouse Partners CORP)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 174 contracts
Sources: Underwriting Agreement (EzFill Holdings Inc), Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (High Roller Technologies, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 158 contracts
Sources: Underwriting Agreement (Starry Sea Acquisition Corp), Underwriting Agreement (Starry Sea Acquisition Corp), Underwriting Agreement (Indigo Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider affiliates of the Company before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 98 contracts
Sources: Placement Agency Agreement (EpicQuest Education Group International LTD), Placement Agency Agreement (Oragenics Inc), Placement Agency Agreement (Oragenics Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 95 contracts
Sources: Underwriting Agreement (M3-Brigade Acquisition VI Corp.), Underwriting Agreement (M3-Brigade Acquisition VI Corp.), Underwriting Agreement (BTC Development Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 79 contracts
Sources: Underwriting Agreement (BEST SPAC I Acquisition Corp.), Underwriting Agreement (BEST SPAC I Acquisition Corp.), Underwriting Agreement (ASPAC III Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 57 contracts
Sources: Underwriting Agreement (Hudson Acquisition I Corp.), Underwriting Agreement (Aquaron Acquisition Corp.), Underwriting Agreement (Qomolangma Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 56 contracts
Sources: Underwriting Agreement (Hall Chadwick Acquisition Corp), Underwriting Agreement (Miluna Acquisition Corp), Underwriting Agreement (BM Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Shareholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 54 contracts
Sources: Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Bayview Acquisition Corp), Underwriting Agreement (Global Lights Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyreasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 48 contracts
Sources: Underwriting Agreement (Propanc Biopharma, Inc.), Underwriting Agreement (Mega Fortune Co LTD), Underwriting Agreement (Mega Fortune Co LTD)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 46 contracts
Sources: Underwriting Agreement (Chenghe Acquisition III Co.), Underwriting Agreement (Chenghe Acquisition III Co.), Underwriting Agreement (Blue Acquisition Corp/Cayman)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 35 contracts
Sources: Underwriting Agreement (Rising Dragon Acquisition Corp.), Underwriting Agreement (YHN Acquisition I LTD), Underwriting Agreement (Rising Dragon Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 30 contracts
Sources: Underwriting Agreement (Cascadia Acquisition Corp.), Underwriting Agreement (Cascadia Acquisition Corp.), Underwriting Agreement (Atlas Crest Investment Corp. III)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 28 contracts
Sources: Underwriting Agreement (India Globalization Capital, Inc.), Underwriting Agreement (China Mineral Acquisition CORP), Underwriting Agreement (China Mineral Acquisition CORP)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 26 contracts
Sources: Underwriting Agreement (Financial Strategies Acquisition Corp.), Underwriting Agreement (Cleantech Acquisition Corp.), Underwriting Agreement (Cleantech Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 23 contracts
Sources: Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.), Underwriting Agreement (Eco-Stim Energy Solutions, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 21 contracts
Sources: Underwriting Agreement (Archimedes Tech SPAC Partners II Co.), Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Existing Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Sale Preliminary Prospectus and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 21 contracts
Sources: Underwriting Agreement (Arcade Acquisition Corp.), Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (TM Entertainment & Media, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 19 contracts
Sources: Underwriting Agreement (StoneBridge Acquisition II Corp), Underwriting Agreement (NMP Acquisition Corp.), Underwriting Agreement (NMP Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (ia) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (iib) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiic) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (ivd) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 18 contracts
Sources: Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.), Underwriting Agreement (IB Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 16 contracts
Sources: Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Love & Health LTD), Underwriting Agreement (Prospect Energy Holdings Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 16 contracts
Sources: Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.), Underwriting Agreement (Bellevue Life Sciences Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Respondent before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 16 contracts
Sources: Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (HL Acquisitions Corp.), Underwriting Agreement (Union Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 13 contracts
Sources: Underwriting Agreement (Pinpoint Advance CORP), Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.), Underwriting Agreement (Pinpoint Advance CORP)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company Company, its officers, or any Insider directors before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 12 contracts
Sources: Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (AGBA Acquisition LTD), Underwriting Agreement (Tenzing Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 12 contracts
Sources: Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.), Underwriting Agreement (SMG Indium Resources Ltd.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the IPO Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the IPO Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the IPO Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the IPO Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 12 contracts
Sources: Underwriting Agreement (Environmental Impact Acquisition Corp), Underwriting Agreement (Environmental Impact Acquisition Corp), Underwriting Agreement (B. Riley Principal Merger Corp. II)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 12 contracts
Sources: Underwriting Agreement (Infodata Systems Inc), Underwriting Agreement (Pivot Rules Inc), Underwriting Agreement (Augment Systems Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 11 contracts
Sources: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 10 contracts
Sources: Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.), Underwriting Agreement (Arogo Capital Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statutory Prospectus, nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 10 contracts
Sources: Underwriting Agreement (McKinley Acquisition Corp), Underwriting Agreement (McKinley Acquisition Corp), Underwriting Agreement (Cohen Circle Acquisition Corp. II)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 9 contracts
Sources: Underwriting Agreement (Timberline Resources Corp), Underwriting Agreement (Timberline Resources Corp), Underwriting Agreement (AspenBio Pharma, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activitiesbusiness, financial or otherwise, of the Company from the latest dates as of which such condition information is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 9 contracts
Sources: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 9 contracts
Sources: Underwriting Agreement (GSR IV Acquisition Corp.), Underwriting Agreement (GSR IV Acquisition Corp.), Underwriting Agreement (GSR III Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 9 contracts
Sources: Underwriting Agreement (Atlantic Acquisition Corp.), Underwriting Agreement (Atlantic Acquisition Corp.), Underwriting Agreement (Stellar Acquisition III Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Shareholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 8 contracts
Sources: Underwriting Agreement (BCTG Acquisition Corp.), Underwriting Agreement (BCTG Acquisition Corp.), Underwriting Agreement (Health Sciences Acquisitions Corp 2)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, Prospectus taken as a whole; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider officers or directors before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 8 contracts
Sources: Underwriting Agreement (Movano Inc.), Underwriting Agreement (Movano Inc.), Underwriting Agreement (TFF Pharmaceuticals, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 8 contracts
Sources: Underwriting Agreement (Fuling Global Inc.), Underwriting Agreement (Fuling Global Inc.), Underwriting Agreement (Fuling Global Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 8 contracts
Sources: Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China CORP), Underwriting Agreement (New Asia Partners China CORP)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 7 contracts
Sources: Underwriting Agreement (Keyarch Acquisition Corp), Underwriting Agreement (Keyarch Acquisition Corp), Underwriting Agreement (ROC Energy Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, operations or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the knowledge of the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (and, in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 7 contracts
Sources: Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II), Underwriting Agreement (COMMITTED CAPITAL ACQUISITION Corp II)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving which would reasonably be expected to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 7 contracts
Sources: Underwriting Agreement (KBL Merger Corp. Iv), Underwriting Agreement (KBL Merger Corp. Iv), Underwriting Agreement (KBL Merger Corp. Iv)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 7 contracts
Sources: Underwriting Agreement (Renaissance Acquisition Corp.), Underwriting Agreement (Vector Intersect Security Acquisition Corp.), Underwriting Agreement (Renaissance Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 6 contracts
Sources: Underwriting Agreement (Spark I Acquisition Corp), Underwriting Agreement (Spark I Acquisition Corp), Underwriting Agreement (Inflection Point Acquisition Corp. II)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), prospects or the business activities, financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming after reasonable inquiry, threatened threatened, by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 5 contracts
Sources: Underwriting Agreement (Technology & Telecommunication Acquisition Corp), Underwriting Agreement (Technology & Telecommunication Acquisition Corp), Underwriting Agreement (Energem Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change Material Adverse Change or development involving a prospective material adverse change Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 5 contracts
Sources: Underwriting Agreement (Maison Solutions Inc.), Underwriting Agreement (Maison Solutions Inc.), Underwriting Agreement (Oranco Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 5 contracts
Sources: Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp), Underwriting Agreement (Infinity Cross Border Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Effect from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, operations or financial condition or income of the Company, except as set forth in the Registration Statement Statement, Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, any Preliminary Prospectus, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus, Statutory Prospectus nor or the Prospectus nor and any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Sources: Underwriting Agreement (Ideal Power Inc.), Underwriting Agreement (Ideal Power Inc.), Underwriting Agreement (Ideal Power Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Sources: Underwriting Agreement (Archimedes Tech SPAC Partners II Co.), Underwriting Agreement (Archimedes Tech SPAC Partners II Co.), Underwriting Agreement (Colombier Acquisition Corp. Ii)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Sources: Underwriting Agreement (JK Acquisition Corp.), Underwriting Agreement (JK Acquisition Corp.), Underwriting Agreement (Harbor Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Sources: Underwriting Agreement (Gurunet Corp), Underwriting Agreement (Gurunet Corp), Underwriting Agreement (Gurunet Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s 's knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Sources: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Allegro Merger Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Sources: Underwriting Agreement (EQV Ventures Acquisition Corp. II), Underwriting Agreement (EQV Ventures Acquisition Corp. II), Underwriting Agreement (EQV Ventures Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, ADS Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, ADS Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the knowledge of the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus ADS Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus ADS Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD), Underwriting Agreement (Sunity Online Entertainment LTD)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp), Underwriting Agreement (AIB Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Act and the RegulationsSecurities Act, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (Gentium S.p.A.), Underwriting Agreement (Gentium S.p.A.), Underwriting Agreement (Gentium S.p.A.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholders or affecting any of the Company's property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (Fusion Telecommunications International Inc), Underwriting Agreement (Gigabeam Corp), Underwriting Agreement (Gigabeam Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Respondent before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect have a Material Adverse Effect on the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the General Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus General Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Prospectus nor General Disclosure Package or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the General Disclosure Package and Prospectus, in the light of the circumstances under which they were made), not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.), Underwriting Agreement (GigCapital5, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the any Option Closing Date, if anyas the case may be, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Prospectus and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and Statement, the Pricing Prospectus or the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Pricing Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither (a) the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor or any amendment or supplement thereto thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, nor (b) any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (v) no event or condition or a type described in Section 8.2 hereof shall have occurred or shall exist which would, in the Representative’s judgment, make it impracticable to proceed with the offering, sale and/or delivery of the Firm Shares or any Option Shares, as the case may be, or to enforce contracts made by the Underwriters for the sale of any such securities.
Appears in 3 contracts
Sources: Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (Leaping Group Co., Ltd.), Underwriting Agreement (Leaping Group Co., Ltd.), Underwriting Agreement (HiTek Global Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the assets, condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus that is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (Cpi Aerostructures Inc), Underwriting Agreement (Cpi Aerostructures Inc), Underwriting Agreement (Cpi Aerostructures Inc)
No Material Changes. Prior to As of the date of the Statutory Prospectus and thereafter and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor and the Prospectus nor and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Sources: Underwriting Agreement (Parametric Sound Corp), Underwriting Agreement (Parametric Sound Corp), Underwriting Agreement (Parametric Sound Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, operations or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor therefore shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor Statement or the Prospectus nor and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made, ) not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Long Island Iced Tea Corp.), Selling Agent Agreement (Long Island Iced Tea Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Companyhave a Material Adverse Effect, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Ventrus Biosciences Inc), Underwriting Agreement (Ventrus Biosciences Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.. [___________], 2016
Appears in 2 contracts
Sources: Underwriting Agreement (KLR Energy Acquisition Corp.), Underwriting Agreement (KLR Energy Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Soulpower Acquisition Corp.), Underwriting Agreement (Soulpower Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the directors, officers and the sponsor of the Company before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (RichSpace Acquisition Corp.), Underwriting Agreement (RichSpace Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider officer, director or Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Vickers Vantage Corp. I), Underwriting Agreement (Vickers Vantage Corp. I)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Legato Merger Corp. III), Underwriting Agreement (Legato Merger Corp. III)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Deep Medicine Acquisition Corp.), Underwriting Agreement (Deep Medicine Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the business, operations, assets, financial condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a Material Adverse Effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Take to Auction Com Inc), Underwriting Agreement (Shochet Holding Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Maywood Acquisition Corp.), Underwriting Agreement (Maywood Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, as applicable, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Iron Spark I Inc.), Underwriting Agreement (Iron Spark I Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (iii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (ivi) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (SHUAA Partners Acquisition Corp I), Underwriting Agreement (SHUAA Partners Acquisition Corp I)
No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Time of Sale Preliminary Prospectus Information and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Time of Sale Preliminary Prospectus Information nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Luxurban Hotels Inc.), Underwriting Agreement (Ammo, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiryKnowledge, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Zi Toprun Acquisition Corp.), Underwriting Agreement (Zi Toprun Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), prospects or the business activities, financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming after reasonable inquiry, threatened threatened, by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (BurTech Acquisition Corp.), Underwriting Agreement (BurTech Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming after reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (E-Compass Acquisition Corp.), Underwriting Agreement (E-Compass Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Additional Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, ; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Applied UV, Inc.), Underwriting Agreement (Applied UV, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect have a Material Adverse Effect on the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Orisun Acquisition Corp.), Underwriting Agreement (Orisun Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (AParadise Acquisition Corp.), Underwriting Agreement (AParadise Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (FTAC Athena Acquisition Corp.), Underwriting Agreement (FTAC Athena Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Sponsor before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Mana Capital Acquisition Corp.), Underwriting Agreement (Mana Capital Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Evergreen Corp), Underwriting Agreement (Evergreen Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federalforeign, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Statutory Prospectus and the Prospectus, ; and (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto contain or shall contain contain, as applicable, all material statements which are required to be stated therein in accordance with the Act and the Regulations and conform or shall conform conform, as applicable, in all material respects to the requirements of the Act and the Regulations, and neither none of the Registration Statement, the Sale Preliminary Statutory Prospectus nor or the Prospectus nor Prospectus, or any amendment or supplement thereto contain or shall contain contain, as applicable, any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp), Underwriting Agreement (Universal Business Payment Solutions Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (iv) the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and neither the Registration StatementPreliminary Prospectus, the Sale Preliminary Prospectus Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Oracle Healthcare Acquisition Corp.), Underwriting Agreement (Oracle Healthcare Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no action transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Delicious Brands Inc), Underwriting Agreement (Delicious Brands Inc)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider the Initial Stockholders before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding funding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Globalink Investment Inc.), Underwriting Agreement (Globalink Investment Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Prospectus, nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Longevity Acquisition Corp), Underwriting Agreement (Longevity Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (ClimateRock), Underwriting Agreement (ClimateRock)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there has and shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Endurance Acquisition Corp.), Underwriting Agreement (Endurance Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Company Affiliate before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (M I Acquisitions, Inc.), Underwriting Agreement (M I Acquisitions, Inc.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Shareholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 2 contracts
Sources: Underwriting Agreement (Megalith Financial Acquisition Corp), Underwriting Agreement (Megalith Financial Acquisition Corp)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition (financial or otherwise), prospects or the business activities, financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming after reasonable inquiry, threatened threatened, by the Commission, and (iv) the Registration Statement, the Sale Preliminary Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Statutory Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Sources: Underwriting Agreement (Global Robotic Drone Acquisition Corp.)
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commissioncommissio n, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which that are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
No Material Changes. Prior to and on each of the Closing Date and the ------------------- Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) there shall have been no transaction, not in the ordinary course of business, entered into by the Company from the latest date as of which the financial condition of the Company is set forth in the Registration Statement and Prospectus which is materially adverse to the Company, taken as a whole, (iii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a material adverse effect on the Company, (iv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as set forth in the Registration Statement and Prospectus, (v) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or affecting any Insider of its property or business before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iiivi) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, and (ivvii) the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus Statement nor the Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Appears in 1 contract
No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any, : (i) there shall have been no material adverse change or development involving that is likely to result in a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, ; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider Initial Stockholder before or by any court or federal, foreign federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, ; (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, or threatened by the Commission, ; and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Prospectus, in light of the circumstances under which they were made), not misleading.
Appears in 1 contract
Sources: Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.)