No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the Schedules hereto, the SEC Documents or as otherwise disclosed in writing to Buyer, 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, a material adverse effect on any Buyer’s investment hereunder or (iii) has had, or would be reasonably expected to have, a Material Adverse Effect.
Appears in 12 contracts
Sources: Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the Schedules hereto, the SEC Documents or as otherwise disclosed in writing to the Buyer, 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, a material adverse effect on any the Buyer’s investment hereunder or (iii) has had, or would be reasonably expected to have, have a Material Adverse Effect.
Appears in 10 contracts
Sources: Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the Schedules hereto, the SEC Documents or as otherwise disclosed in writing to Buyer, 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) (other than the Closing of the Offering contemplated hereby), that (i) would be required to be disclosed by the Company as of the date hereof or the Closing Date 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 could reasonably be reasonably expected to have, have a material adverse effect on any Buyer’s investment hereunder or (iii) has had, or would could reasonably be reasonably expected to have, have a Material Adverse Effect.
Appears in 4 contracts
Sources: Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (Internet Media Services, Inc.), Securities Purchase Agreement (Fuse Science, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the Schedules hereto, the SEC Documents or as otherwise disclosed in writing to Buyer, 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, a material adverse effect on any Buyer’s investment hereunder or (iii) has had, or would be reasonably expected to have, a Material Adverse Effect.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Lucid Diagnostics Inc.), Securities Purchase Agreement (PAVmed Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in for the Schedules hereto, transactions contemplated by the SEC Documents or as otherwise disclosed in writing to BuyerExchange 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 reasonably be reasonably expected to have, have a material adverse effect on any Buyerthe Holder’s investment hereunder or (iii) has had, or would reasonably be reasonably expected to have, have a Material Adverse Effect.
Appears in 2 contracts
Sources: Exchange Agreement (Esports Entertainment Group, Inc.), Exchange Agreement (Amyris, Inc.)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth reflected in the Schedules hereto, the SEC Documents or as otherwise disclosed in writing to BuyerSchedule 6(j), 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) has had, or would be reasonably expected to have, a material adverse effect on any Buyerthe Holder’s investment hereunder or (iii) has had, or would be reasonably expected to have, a Material Adverse Effect.
Appears in 1 contract
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in for the Schedules hereto, transactions contemplated by the SEC Documents or as otherwise disclosed in writing to BuyerExchange 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) has had, or would reasonably be reasonably expected to have, have a material adverse effect on any Buyerthe Holder’s investment hereunder or (iii) has had, or would reasonably be reasonably expected to have, have a Material Adverse Effect.
Appears in 1 contract
Sources: Exchange Agreement (BIT ORIGIN LTD)
No Undisclosed Events, Liabilities, Developments or Circumstances. Except as set forth in the Schedules hereto, the SEC Documents or as otherwise disclosed in writing to Buyer, 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) (other than the Closings of the Offering contemplated hereby), that (i) would be required to be disclosed by the Company as of the date hereof or the applicable Closing Date 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 could reasonably be reasonably expected to have, have a material adverse effect on any Buyer’s 's investment hereunder or (iii) has had, or would could reasonably be reasonably expected to have, have a Material Adverse Effect.
Appears in 1 contract