No Material Adverse Change. Since the date of the latest audited financial statements included in the SEC Documents, there has been no material adverse change, or any development or new material fact involving a prospective material adverse change, in the properties, assets, financial position, or results of operations of the Company and Subsidiaries taken as a whole, other than as set forth or contemplated in the SEC Documents, and other than changes, developments or facts affecting the economy generally or that are generally applicable to the industries or markets in which the Company operates.

No Material Adverse Change. Since the date of the latest audited financial statements included in Company’s Reports, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect on Company or any of its Subsidiaries.

No Material Adverse Change. Since the date of the latest audited financial statements included in the Company’s Reports, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect on the Company or any Subsidiary of the Company.

Absence of Certain Changes. Since September 30, 2019, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

There has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or otherwise), earnings, results of operations, business, properties, operations, assets, liabilities or prospects of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, since the date as of which information is given in the Prospectus, as amended or supplemented to the date hereof.

No Material Changes. Except as disclosed in the Company SEC Documents, since September 30, 2017, there has been no material adverse change in the assets, liabilities, business, properties, operations, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. Since September 30, 2017, the Company has not declared or paid any dividend or distribution or its capital stock.

Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports, # there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, # neither the Company nor any Subsidiary has incurred any liabilities (direct, indirect, contingent, or otherwise) other than # trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, # the Company has not altered its method of accounting or the identity of its auditors, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and # the Company has not issued any equity securities to any Company or Subsidiary officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information.

Material Changes; Undisclosed Events. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report, # there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, # there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and # there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, # there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the Company, # there have not been any changes in the authorized capital, assets, financial condition, business or operations of the Company from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties, financial condition, results of operations or future prospects of the Company, # neither the Company nor any subsidiary has incurred any material liabilities (contingent or otherwise) other than # trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the financial statements of the Company, pursuant to GAAP or to be disclosed in the SEC Reports, # neither the Company nor any subsidiary has materially altered its method of accounting or the manner in which it keeps its accounting books and records, and # neither the Company nor any subsidiary has declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company).

Absence of Certain Changes. Except as disclosed in the SEC Documents or set forth on [Schedule 3(g)], since December 31, 2016, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries taken as a whole. For purposes of this Agreement, neither a decrease in cash or cash equivalents nor losses incurred in the ordinary course of the Company’s business shall be deemed or considered a material adverse change.