Common use of Amendments and Supplements to Offering Circulars Clause in Contracts

Amendments and Supplements to Offering Circulars. The Company and the Guarantor will promptly advise the Representatives of any proposal to amend or supplement the Preliminary or Final Offering Circular and will not effect such amendment or supplementation without the Representatives’ consent, such consent not to be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, (i) there occurs an event or development as a result of which the Final Offering Circular or the General Disclosure Package, as then amended or supplemented, or any Supplemental Marketing Material if republished immediately following such event or development, would include an untrue statement of a material fact or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) if it is necessary at any such time to amend or supplement the Final Offering Circular or the General Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, the Company and the Guarantor promptly will notify the Representatives of such event and promptly will prepare and furnish, at their own expense, to the Purchasers and to any dealers at the request of the Representatives, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither the Representatives’ consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

Appears in 1 contract

Samples: Purchase Agreement (Aon PLC)

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Amendments and Supplements to Offering Circulars. The Company and the Guarantor Guarantors will promptly advise the Representatives Representative of any proposal to amend or supplement the Preliminary Offering Circular or Final Offering Circular and will not effect such amendment or supplementation without the Representatives’ Representative’s consent, such consent not to be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, (i) there occurs an event or development as a result of which any document included in the Preliminary Offering Circular, the Final Offering Circular or Circular, the General Disclosure Package, as then amended or supplemented, Package or any Supplemental Marketing Material Material, if republished immediately following such event or development, included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) if it is necessary at any such time to amend or supplement any of the Preliminary or Final Offering Circular or Circular, the General Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, the Company and the Guarantor Guarantors promptly will notify the Representatives Representative of such event and promptly will prepare and furnish, at their its own expense, to the Purchasers and to any dealers at the request of the RepresentativesRepresentative, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither the Representatives’ Representative’s consent to, nor the Purchasers’ its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

Appears in 1 contract

Samples: Purchase Agreement (Lone Pine Resources Inc.)

Amendments and Supplements to Offering Circulars. The Company and the Guarantor Guarantors will promptly advise the Representatives of any proposal to amend or supplement the Preliminary or Final Offering Circular and will not effect such amendment or supplementation without the Representatives’ consent, such which consent shall not to be unreasonably delayed or withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, (i) there occurs an event or development as a result of which any document included in the Preliminary or Final Offering Circular or Circular, the General Disclosure Package, as then amended or supplemented, Package or any Supplemental Marketing Material Material, if republished immediately following such event or development, included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) if it is necessary at any such time to amend or supplement the Final Offering Circular or the General Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, the Company and the Guarantor Guarantors promptly will notify the Representatives of such event and promptly will prepare and furnish, at their its own expense, to the Purchasers and the dealers and to any other dealers at the request of the Representatives, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither the Representatives’ consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

Appears in 1 contract

Samples: Purchase Agreement (Wendy's/Arby's Group, Inc.)

Amendments and Supplements to Offering Circulars. The Company and the Guarantor will promptly advise the Representatives Representative of any proposal to amend or supplement the Preliminary or Final Offering Circular and will not effect such amendment or supplementation without the Representatives’ Representative’s consent, such consent not to be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, (i) there occurs an event or development as a result of which any document included in the Preliminary or Final Offering Circular or Circular, the General Disclosure Package, as then amended or supplemented, Package or any Supplemental Marketing Material Material, if republished immediately following such event or development, included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) if it is necessary at any such time to amend or supplement the Preliminary or Final Offering Circular or Circular, the General Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, the Company and the Guarantor promptly will notify the Representatives Representative of such event and promptly will prepare and furnish, at their its own expense, to the Purchasers and the dealers and to any other dealers at the request of the RepresentativesRepresentative, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither the Representatives’ Representative’s consent to, nor the Purchasers’ its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

Appears in 1 contract

Samples: Purchase Agreement (Rayonier Inc)

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Amendments and Supplements to Offering Circulars. The Company Each of the Issuers, the Guarantors and the Guarantor Rexnord Corporation will promptly advise the Representatives Representative of any proposal to amend or supplement the Preliminary or Final Offering Circular and will not effect such amendment or supplementation without the Representatives’ Representative’s consent, such consent not to be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the PurchasersPurchasers (and upon request of the Issuers, (i) the Purchasers shall inform the Issuers of such completion), there occurs an event or development as a result of which any document included in the Preliminary or Final Offering Circular or Circular, the General Disclosure Package, as then amended or supplemented, or any Supplemental Marketing Material or any General Solicitation Communication, if republished immediately following such event or development, included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) if it is necessary at any such time to amend or supplement the Final Offering Circular or the General Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, the Company Issuers and the Guarantor Guarantors promptly will notify the Representatives Representative of such event and promptly will prepare and furnish, at their its own expense, to the Purchasers and the dealers and to any other dealers at the request of the RepresentativesRepresentative, an amendment or supplement which will correct such statement or omission or effect such complianceomission. Neither the Representatives’ Representative’s consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

Appears in 1 contract

Samples: Purchase Agreement (Rexnord Corp)

Amendments and Supplements to Offering Circulars. The Company and the Guarantor Guarantors will promptly advise the Representatives Representative of any proposal to amend or supplement the Preliminary Offering Circular or Final Offering Circular and will not effect affect such amendment or supplementation without the Representatives’ Representative’s consent, such consent not to be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, (i) there occurs an event or development as a result of which any document included in the Preliminary Offering Circular or Final Offering Circular or the General Disclosure Package, as then amended or supplemented, Package or any Supplemental Marketing Material Material, if republished immediately following such event or development, included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) if it is necessary at any such time to amend or supplement the Preliminary or Final Offering Circular or Circular, the General Disclosure Package or any Supplemental Marketing Material to comply with any applicable law, the Company and the Guarantor Guarantors promptly will notify the Representatives Representative of such event and promptly will prepare and furnish, at their own expense, to the Purchasers and the dealers and to any other dealers at the request of the RepresentativesRepresentative, an amendment or supplement which will correct such statement or omission or effect such compliance. Neither the Representatives’ Representative’s consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

Appears in 1 contract

Samples: Purchase Agreement (Diamondback Energy, Inc.)

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