No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 16 contracts
Sources: Exchange Agreement (RYVYL Inc.), Exchange Agreement (RYVYL Inc.), Exchange Agreement (Inpixon)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsFilings, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Subscriber’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 7 contracts
Sources: Subscription Agreement (Orbital Tracking Corp.), Subscription Agreement (Bitcoin Shop Inc.), Subscription Agreement (Bitcoin Shop Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except Other than the transactions contemplated by this Agreement or as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 6 contracts
Sources: Securities Purchase Agreement (CorMedix Inc.), Securities Purchase Agreement (CorMedix Inc.), Securities Purchase Agreement (CorMedix Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospectsprospects (to the extent disclosed in the SEC Documents), operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock securities and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Purchaser’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 6 contracts
Sources: Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (National Holdings Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsFilings, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Sources: Subscription Agreement (Paulson Capital (Delaware) Corp.), Subscription Agreement (Paulson Capital (Delaware) Corp.), Subscription Agreement (Paulson Capital (Delaware) Corp.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) has had, or would be reasonably expected to have have, a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) has had, or would be reasonably be expected to have have, a Material Adverse Effect.
Appears in 5 contracts
Sources: Securities Purchase Agreement (PAVmed Inc.), Securities Purchase Agreement (PAVmed Inc.), Securities Purchase Agreement (PAVmed Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 5 contracts
Sources: Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (Pegasi Energy Resources Corporation.), Securities Purchase Agreement (WPCS International Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderInvestor’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 5 contracts
Sources: Equity Purchase Facility Agreement (New Era Helium Inc.), Equity Purchase Facility Agreement (New Era Helium Inc.), Equity Purchase Facility Agreement (New ERA Energy & Digital, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 4 contracts
Sources: Amendment and Exchange Agreement (La Rosa Holdings Corp.), Amendment and Exchange Agreement (TruGolf Holdings, Inc.), Second Amendment and Exchange Agreement (Nauticus Robotics, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 4 contracts
Sources: Securities Purchase Agreement (NXT-Id, Inc.), Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsSchedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Global Technologies LTD), Securities Purchase Agreement (Cryptyde, Inc.), Securities Purchase Agreement (Cryptyde, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except Other than as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Securities Purchase Agreement (American Rebel Holdings Inc), Securities Purchase Agreement (American Rebel Holdings Inc), Securities Purchase Agreement (Reliance Global Group, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsSchedule 3(l), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 3 contracts
Sources: Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsSchedule 3(l), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 3 contracts
Sources: Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (IMAC Holdings, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except To the Company’s knowledge, other than as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the CompanyAREB, any of its Subsidiaries subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company AREB under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company AREB of its Common Stock common stock and which has not been publicly announced; or, (ii) would reasonably be expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse EffectAREB.
Appears in 3 contracts
Sources: Amendment Agreement (American Rebel Holdings Inc), Amendment Agreement (American Rebel Holdings Inc), Amendment Agreement (American Rebel Holdings Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth otherwise disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on in a registration statement on Form S-1 filed with the SEC Commission relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, announced or (ii) would reasonably expected to have a material adverse effect on would, individually or in the Holder’s investment hereunder or (iii) would aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Adamis Pharmaceuticals Corp), Securities Purchase Agreement (Adamis Pharmaceuticals Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except Other than as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 S- 1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holder▇▇▇▇▇’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Grom Social Enterprises, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsSchedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Exchange Agreement (Aditxt, Inc.), Securities Purchase Agreement (Aditxt, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to occur or exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, announced or (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (POSITIVEID Corp), Securities Purchase Agreement (POSITIVEID Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) except as described in Section 3(m) of the Disclosure Letter would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Exchange Agreement (H.I.G. Aert, LLC), Securities Exchange Agreement (Advanced Environmental Recycling Technologies Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to occur or exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (China Shen Zhou Mining & Resources, Inc.), Securities Purchase Agreement (China Shen Zhou Mining & Resources, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in on Schedule 3(m), to the SEC DocumentsCompany’s knowledge, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Nature's Miracle Holding Inc.), Securities Purchase Agreement (Onconetix, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as otherwise set forth in the SEC Documentson Schedule 4(g), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Avant Diagnostics, Inc), Securities Purchase Agreement (Avant Diagnostics, Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except Other than as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 S- 1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderB▇▇▇▇’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Verb Technology Company, Inc.), Securities Purchase Agreement (Verb Technology Company, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsFilings, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Subscriber’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Subscription Agreement (Drone Aviation Holding Corp.), Subscription Agreement (Drone Aviation Holding Corp.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Other than the SEC Documentstransactions contemplated hereby, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist occur or occur exist, with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holderany Subscriber’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Subscription Agreement (Mabvax Therapeutics Holdings, Inc.), Subscription Agreement (Mabvax Therapeutics Holdings, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentson Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Eastside Distilling, Inc.), Securities Purchase Agreement (BitNile Metaverse, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except Other than as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Significant Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (PARETEUM Corp), Securities Purchase Agreement (PARETEUM Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Volato Group, Inc.), Securities Purchase Agreement (Volato Group, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse EffectEffect on the Company.
Appears in 2 contracts
Sources: Exchange Agreement (Akerna Corp.), Exchange Agreement (NextPlay Technologies Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsDocuments or in the Disclosure Schedules, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC Commission relating to an issuance and sale by the Company of its Common Stock common stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Investor’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Artelo Biosciences, Inc.), Securities Purchase Agreement (Artelo Biosciences, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Other than the SEC Documentstransactions contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Cerecor Inc.), Securities Purchase Agreement (Cerecor Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Exchange Agreement (Precipio, Inc.), Exchange Agreement
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (KushCo Holdings, Inc.), Securities Purchase Agreement (Rock Creek Pharmaceuticals, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.Effect on the Company ..
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except To the Company’s knowledge, other than as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Subscription Agreement (American Virtual Cloud Technologies, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Forward Industries, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except To the Company’s knowledge, other than as set forth disclosed in the SEC Documentsfilings, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentson Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holdereach Purchaser’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in for the SEC transactions contemplated by the Transaction Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect Material Adverse Effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in on Schedule 3(m), to the SEC DocumentsCompany’s knowledge, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Dragonfly Energy Holdings Corp.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to occur or exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, announced or (ii) would could reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to likely have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Healthcare Corp of America)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the CompanyAREB, any of its Subsidiaries subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company AREB under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company AREB of its Common Stock common stock and which has not been publicly announced, ; (ii) would reasonably expected to have a material adverse effect on B▇▇▇▇▇’▇ ownership of the Holder’s investment hereunder or New Preferred Shares; or, (iii) would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on AREB.
Appears in 1 contract
Sources: Securities Exchange Agreement (American Rebel Holdings Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Other than the SEC Documentstransactions contemplated hereby, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist occur or occur exist, with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genius Brands International, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Other than the SEC transactions contemplated by the Transaction Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Channel Therapeutics Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse EffectEffect on the Company .
Appears in 1 contract
Sources: Exchange Agreement (Akerna Corp.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsDocuments or in the Disclosure Schedules, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC Commission relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Investor’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Fusion Fuel Green PLC)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth specifically disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsReports, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (180 Life Sciences Corp.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its the Subsidiaries or any of their respective businessesbusiness, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 S-3 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holder’s investment hereunder Material Adverse Effect or (iii) would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on any Buyer’s investment hereunder.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Other than the SEC Documentstransactions contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is to the Company’s knowledge, reasonably expected to exist occur or occur exist, with respect to the Company, any of its Subsidiaries Company or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Emisphere Technologies Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentson Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Exchange Agreement (Ault Alliance, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsMemorandum, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, Company or any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announceddisclosed to the Purchasers, (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse EffectEffect on the Company or (iii) could have a material adverse effect on any Purchaser’s investment hereunder.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cue Biopharma, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth otherwise disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, or (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to occur or exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares or ADSs and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (JA Solar Holdings Co., Ltd.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsSchedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries the Subsidiary or any of their respective businessesbusiness, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 S-3 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holder’s investment hereunder Material Adverse Effect or (iii) would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on any Buyer’s investment hereunder.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the CompanyAREB, any of its Subsidiaries subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company AREB under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company AREB of its Common Stock common stock and which has not been publicly announced, ; (ii) would reasonably expected to have a material adverse effect on W▇▇▇▇▇’▇ ownership of the Holder’s investment hereunder or New Preferred Shares; or, (iii) would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on AREB.
Appears in 1 contract
Sources: Securities Exchange Agreement (American Rebel Holdings Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in Other than the SEC Documentstransactions contemplated by this Agreement, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holder’s Holderªs investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Exchange Agreement (Sphere 3D Corp)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in for the SEC transactions contemplated by the Transaction Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentson Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced, announced or (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Debenture Purchase Agreement (Remark Holdings, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsReports, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC Commission relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Purchaser’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsDocuments or as disclosed to the Investors, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its the Subsidiaries or any of their respective businessesbusiness, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 S-3 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, other than as has been disclosed to the Investors, (ii) would reasonably be expected to have a material adverse effect on the Holder’s investment hereunder Material Adverse Effect or (iii) would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on any Buyer’s investment hereunder.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the CompanyAREB, any of its Subsidiaries subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company AREB under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company AREB of its Common Stock common stock and which has not been publicly announced, ; (ii) would reasonably expected to have a material adverse effect on KBI’s ownership of the Holder’s investment hereunder or New Preferred Shares; or, (iii) would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on AREB.
Appears in 1 contract
Sources: Securities Exchange Agreement (American Rebel Holdings Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as otherwise set forth in the SEC Documentson Schedule 4(g), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 5-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Avant Diagnostics, Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentson Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would be reasonably expected to have result in a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have result in a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (Real Goods Solar, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderBuyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
Sources: Securities Purchase Agreement (China Ceramics Co., LTD)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in for the SEC transactions contemplated by the Transaction Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to occur or exist or occur with respect to the Company, any of its Subsidiaries subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would could have a material adverse effect on any Holder’s investment in the Company or (iii) could be reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse EffectCompany.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that that
(i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holder’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Exchange Agreement
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in on Schedule 3(m), to the SEC DocumentsCompany’s knowledge, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentson Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the HolderPurchaser’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsDocuments and the Investor Presentation, no event, liability, development or circumstance has occurred or exists, or is reasonably expected currently contemplated to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be is required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would could reasonably be expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentsreflected on Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
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No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is is, to the Company’s knowledge, reasonably expected to exist occur or occur exist, with respect to the Company, any of its Subsidiaries Company or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), ) that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
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Sources: Securities Purchase Agreement (Emisphere Technologies Inc)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC DocumentsDocuments and Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to have a Material Adverse Effect.
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Sources: Securities Purchase Agreement (Cure Pharmaceutical Holding Corp.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth disclosed in the SEC DocumentsSchedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
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Sources: Securities Purchase Agreement (Pacific Ethanol, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documentsdisclosed on Schedule 3(m), no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 F- 1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock Ordinary Shares and which has not been publicly announced, (ii) would reasonably expected to could have a material adverse effect on the Holderany Buyer’s investment hereunder or (iii) would reasonably be expected to could have a Material Adverse Effect.
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Sources: Securities Purchase Agreement (NewGenIvf Group LTD)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the SEC Documents, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries the Subsidiary or any of their respective businessesbusiness, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 S-3 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) would reasonably be expected to have a material adverse effect on the Holder’s investment hereunder Material Adverse Effect or (iii) would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Purchaser’s investment hereunder.
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