Material Change During Distribution. 6.1. The Corporation will promptly notify the Agent in writing if, prior to termination of the distribution of the Offered Units, there shall occur any material change or change in a material fact contained in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change which, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws.
6.2. During the period of distribution of the Offered Units, the Corporation will promptly notify the Agent in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shall, to the satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed.
6.3. The Corporation will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or reasonably ought to be co...
Material Change During Distribution. (a) During the Distribution Period, the Company shall promptly notify the Agent in writing of:
(i) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in or affecting the business, affairs, prospects, operations, management, ownership, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries taken as a whole;
(ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and
(iii) any change in any material fact contained in the Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Prospectus or any Supplementary Material misleading or untrue or which would result in a misrepresentation in the Prospectus or any Supplementary Material or which would result in the Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with the Canadian Securities Laws. The Company shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first obtaining from the Agent the approval of the Agent, after consultation with the Agent with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company shall in good faith discuss with the Agent any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this paragraph.
Material Change During Distribution. (a) During the period from the date of the Agreement to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of PolyMet and its Subsidiaries taken as a whole.
(b) During the period from the date hereof to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of:
(i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus or Registration Statement if filed on such date; and
(ii) any change in any material fact contained in the Prospectus or Registration Statement, including (without limitation) all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Prospectus or Registration Statement or that would result in the Prospectus or Registration Statement not complying with applicable Securities Laws.
(c) PolyMet will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of Glencore, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change.
Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, CDB will promptly notify the Standby Purchaser in writing of any Material Change with respect to CDB.
(b) During the period from the date hereof to the Closing Date, CDB will promptly notify the Standby Purchaser in writing of:
(i) any material fact that has arisen or been discovered; and
(ii) any change in any material fact contained in the Offering Circular or Offering Notice which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Offering Circular and Offering Notice or that would result in the Offering Circular or Offering Notice not complying with applicable Securities Laws.
(c) CDB will promptly, and in any event within any applicable time limitation, comply with all applicable filings and other requirements under Securities Laws as a result of such fact or change. CDB will in good faith discuss with the Standby Purchaser any fact or change in circumstances that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.
Material Change During Distribution. Catalyst shall notify TAVIX in writing if any of the circumstances described or contemplated in subsections 4.1(a) through 4.1(c) of the Standby Purchase Agreement shall occur or arise during the period from the date of this Agreement to the earlier of the completion of the distribution by the Standby Purchasers of the Standby Subscription Receipts and the underlying Common Shares (as notified by the Standby Purchasers pursuant to Section 4.4 of the Standby Purchase Agreement) and ninety (90) days after the Closing Date (the “Qualification Period”). Catalyst shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of TAVIX, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. However, Catalyst shall not file any Prospectus Amendment or other document without first obtaining approval from TAVIX, after consultation with TAVIX with respect to the form and content thereof, which approval by TAVIX will not be unreasonably withheld or delayed; provided, however, that in the event that the Standby Purchasers agree to any such Prospectus Amendment or other document, TAVIX shall withhold its consent only if such changed circumstances pose a material risk to TAVIX different from the consequences to the Standby Purchasers of such change. Catalyst shall in good faith discuss with TAVIX any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.
Material Change During Distribution. (a) During the period from the date of the Agreement to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of PolyMet and its Subsidiaries taken as a whole.
(b) During the period from the date hereof to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of:
(i) any material fact that has arisen or been discovered and that would be required under Securities Laws to be disclosed in the Rights Offering Notice, Rights Offering Circular or Registration Statement if filed on such date; and
(ii) any change in any material fact contained in the Rights Offering Notice, Rights Offering Circular or Registration Statement, including (without limitation) all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Rights Offering Notice, Rights Offering Circular or Registration Statement or that would result in the Rights Offering Notice, Rights Offering Circular or Registration Statement not complying with applicable Securities Laws.
(c) PolyMet will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of Glencore, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change.
Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, LAC will promptly notify the Manager in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), capital, cash flow, operations or results of operations of LAC and its subsidiaries taken as a whole.
(b) During the period from the date hereof to the Closing Date, LAC will promptly notify the Manager in writing of:
(i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and
(ii) any change in any material fact contained in the Prospectus, including (without limitation) all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Prospectus or that would result in the Prospectus not complying with applicable Securities Laws.
(c) LAC will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Manager, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. LAC will in good faith discuss with the Manager any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.
Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, Shoal Point will promptly notify the Standby Purchasers in writing of any material change with respect to Shoal Point (actual, anticipated, contemplated or threatened, financial or otherwise).
(b) During the period from the date hereof to the Closing Date, Shoal Point will promptly notify the Standby Purchasers in writing of:
(i) any material fact that has arisen or been discovered; and
(ii) any change in any material fact contained in the Offering Circular or Offering Notice which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Offering Circular and Offering Notice or that would result in the Offering Circular or Offering Notice not complying with applicable Securities Laws.
(c) Shoal Point will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Standby Purchasers, acting reasonably, with all applicable filings and other requirements under Securities Laws as a result of such fact or change. Shoal Point will in good faith discuss with the Standby Purchasers any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.
Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, each of G2 and S2 will promptly notify the Standby Purchasers in writing of any Material Change with respect to it.
(b) During the period from the date hereof to the Closing Date, each of G2 and S2 will promptly notify the Standby Purchasers in writing of:
(i) any material fact that has arisen or been discovered; and
(ii) any change in any material fact contained in the Circular or Offering Notice which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Circular and Offering Notice or that would result in the Circular or Offering Notice not complying with applicable Securities Laws.
(c) Each of G2 and S2 will promptly, and in any event within any applicable time limitation, comply with all applicable filings and other requirements under Securities Laws as a result of such fact or change. Each of G2 and S2 will in good faith discuss with the Standby Purchasers any fact or change in circumstances that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.
(d) Each of G2 and S2 shall notify the Standby Purchasers forthwith if it becomes aware of a material fact or circumstance which has caused or is reasonably likely to cause a representation or warranty set out in Section 5.1 or Section 5.2, as applicable, to become untrue, inaccurate or misleading at any time (by reference to circumstances subsisting at that time) before the Closing Date.
Material Change During Distribution. (a) Material Change Regarding the Corporation
(i) any material change (actual, anticipated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities or obligations (contingent or otherwise) or capital of the Corporation;
(ii) any material fact which has arisen or been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in any of the Offering Documents, including all Documents Incorporated by Reference, which fact or change is, or may be, of such a nature as to render any statement in the Offering Documents misleading or untrue or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying (to the extent that such compliance is required) with Applicable Securities Laws in Canada. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Agent, with all applicable filings and other requirements under Applicable Securities Laws of the Qualifying Provinces as a result of such fact or change. However, the Corporation shall not file any Prospectus Amendment or other document without first consulting with the Agent with respect to the form and content thereof. The Corporation shall cooperate in all respects with the Agent to allow and assist the Agent to participate fully in the preparation of any Prospectus Amendment and shall allow the Agent to conduct any and all due diligence which in the opinion of the Agent is required in order to enable the Agent to responsibly execute any certificates required to be executed by the Agent in the Offering Documents or in any Prospectus Amendment to fulfill its obligations under Applicable Securities Laws. The Corporation shall in good faith discuss with the Agent any fact or change in circumstances (actual, anticipated or threatened, financial or otherwise), which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 7(a). If such a change, as contemplated under this Section 7(a), requires a Prospectus Amendment to be filed in accordance with Applicable Securities Laws of the Qualifying Prov...
