Common use of Amendments to the Final Offering Memorandum Clause in Contracts

Amendments to the Final Offering Memorandum. From the date hereof and until the later of the Closing Date and the date that the Initial Purchasers have completed their distribution of the Securities (but in no event after the consummation of the Exchange Offer), if any event shall occur that, in the judgment of the Issuers or in the judgment of counsel to the Initial Purchasers, makes any statement of a material fact in the Final Offering Memorandum, as then amended or supplemented, untrue or that requires the making of any additions to or changes in the Final Offering Memorandum in order to make the statements in the Final Offering Memorandum, as then amended or supplemented, in the light of the circumstances under which they are made, not misleading, or if it is necessary to amend or supplement the Final Offering Memorandum to comply with all applicable laws, the Issuer shall promptly notify the Initial Purchasers of such event and (subject to Section 3(b)) prepare an appropriate amendment or supplement to the Final Offering Memorandum so that (i) the statements in the Final Offering Memorandum, as amended or supplemented, will, in the light of the circumstances at the time that the Final Offering Memorandum is delivered to prospective Eligible Purchasers, not be misleading and (ii) the Final Offering Memorandum will comply with all applicable laws.

Appears in 4 contracts

Samples: Purchase Agreement (Alere Inc.), Purchase Agreement (Alere Inc.), Purchase Agreement (Alere Inc.)

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Amendments to the Final Offering Memorandum. From the date hereof and until the later of the Closing Date and the date that the Initial Purchasers have completed their distribution of the Securities (but in no event after the consummation of the Exchange Offer)Securities, if any event shall occur that, in the judgment of the Issuers or in the judgment of counsel to the Initial Purchasers, makes any statement of a material fact in the Final Offering Memorandum, as then amended or supplemented, untrue or that requires the making of any additions to or changes in the Final Offering Memorandum in order to make the statements in the Final Offering Memorandum, as then amended or supplemented, in the light of the circumstances under which they are made, not misleading, or if it is necessary to amend or supplement the Final Offering Memorandum to comply with all applicable laws, the Issuer shall promptly notify the Initial Purchasers of such event and (subject to Section 3(b)) prepare an appropriate amendment or supplement to the Final Offering Memorandum so that (i) the statements in the Final Offering Memorandum, as amended or supplemented, will, in the light of the circumstances at the time that the Final Offering Memorandum is delivered to prospective Eligible Purchasers, not be misleading and (ii) the Final Offering Memorandum will comply with all applicable laws.

Appears in 1 contract

Samples: Purchase Agreement (Alere Inc.)

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