Material Change or Change in Material Fact Sample Clauses

Material Change or Change in Material Fact. In the event that prior to the Closing Time, there shall be any material change or change in a material fact in the affairs of the Company or there should be discovered any previously undisclosed material fact required to be disclosed in the Offering Documents or there should occur a change in a material fact contained in the Offering Documents, in each case which, in the reasonable opinion of the Underwriters (or any of them), has or would be expected to have a significant adverse effect on the market price or value of the Offered Securities, the Common Shares, or other securities of the Company, each Underwriter shall be entitled at its sole option, in accordance with Section 7(d) of this Agreement, to terminate and cancel, without any liability on its part or on the part of the other Underwriters and the Purchasers, its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Units) by written notice to that effect given to the Company prior to the Closing Time on the Closing Date.
Sample 1
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Material Change or Change in Material Fact. If, prior to the Closing Time, there should occur, be discovered by the Underwriter or be announced by the Company, any material change or a change in any material fact such as is contemplated by Section 11 which, in the opinion of the Underwriter, has or could be reasonably expected to have a significant adverse effect on the market price or value of the Securities, the Underwriter shall be entitled, at its option and in accordance with Section 16.5, to terminate its obligations under this Agreement by written notice to that effect given to the Company and the Selling Shareholders at or prior to the Closing Time.
Sample 1
Material Change or Change in Material Fact. During the period from the date of this Agreement through to and including the Subscription Deadline (such period, the "Subscription Period"), the Corporation shall promptly notify the Agents in writing, with full particulars, of: (i) any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (absolute, accrued contingent or otherwise) or capital of (x) the Corporation and its subsidiaries taken as a whole, or (y) Sirius and its subsidiaries taken as a whole (other than a change disclosed in the Preliminary Offering Memorandum); (ii) any material fact related to the Offered Securities which has arisen or been discovered and would have been required to have been (x) disclosed publicly by the Corporation or Sirius, as applicable, had the fact arisen or been discovered on, or prior to, the date hereof (and, in determining whether such material facts would have been required to be publicly disclosed by Sirius, this paragraph assumes Sirius was at all applicable times a reporting issuer in the Province of Ontario) or (y) stated in the Offering Memorandum in order to avoid the making of a misrepresentation therein; and (iii) any change in any fact, which fact or change (x) is, or may be, of such a nature as to render the Offering Memorandum misleading or untrue in any material respect or (y) would result in the Offering Memorandum containing a misrepresentation or an untrue statement of a material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or (z) would result in the Offering Memorandum not complying in any material respect with any applicable Securities Laws; it being understood that, in respect of any change or fact that relates exclusively to Sirius, the requirement to notify the Agents pursuant to any of the clauses of this paragraph 5(a) shall apply only to the extent that such change or fact is within the knowledge of the Corporation after reasonable inquiry.
Sample 1
Material Change or Change in Material Fact. If, prior to the Closing Time, there should occur, be discovered by the Underwriters or be announced by the Company, any material change or a change in any material fact or a new material fact arises or is discovered (other than a change or fact related solely to the Underwriters) such as is contemplated by Section 12 which, in the opinion of any of the Underwriters, would result in the purchasers of a material number of Securities exercising their right under applicable Canadian Securities Laws to withdraw from their purchase of Securities or has or could be reasonably expected to have a significant adverse effect on the market price or value of the Securities, each Underwriter shall be entitled, at its option and in accordance with Section 18.5, to terminate its obligations under this Agreement by written notice to that effect given to the Company at or prior to the Closing Time.
Sample 1
Material Change or Change in Material Fact. If prior to the Closing Time, there should occur or be discovered any material change or a change in any material fact as contemplated by Section 4(7)(b) (other than a material change or a change in material fact related solely to the Underwriters) or any new material fact which results or, in the opinion of the Underwriters (or any one of them), is reasonably expected to result in the purchasers of a material number of Offered Shares exercising their right under applicable legislation to withdraw from their purchase of Offered Shares or, in the reasonable opinion of the Underwriters (or anyone of them), would be expected to have a significant adverse effect on the market price or value of the Offered Shares, any Underwriter shall be entitled, at its option, in accordance with Section 10(6), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation prior to the Closing Time.
Sample 1
Material Change or Change in Material Fact. (a) During the period from the date of this Agreement to the Closing Date, the Corporation shall promptly notify the Underwriters in writing of: (i) any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct; (ii) any filing made by the Corporation of information relating to the offering of the Offered Units with any Offered Units exchange or Governmental Authority in Canada or the United States or any other jurisdiction; and (iii) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation.
Sample 1
Material Change or Change in Material Fact. If, prior to the Closing Time, or the Option Closing Time, as applicable, there should occur or be discovered by any of the Underwriters any material change or a change in any material fact such as is contemplated by Section 9 which, in the opinion of any of the Underwriters, has or could be reasonably expected to have a significant adverse effect on the market price or value of the Securities or could reasonably be expected to result in the purchasers of a material number of Securities exercising their rights under applicable securities laws to withdraw from or rescind their purchase thereof or xxx for damages in respect thereof, any Underwriter shall be entitled, at its option and in accordance with Section 15.5, to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at or prior to the Closing Time, or the Option Closing Time, as applicable.
Sample 1
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Material Change or Change in Material Fact. If prior to the Closing Time, there should occur any material change or a change in, or discovery of, any material fact as contemplated by section 9 which results or, in the opinion of the Underwriters (or any one of them), is reasonably expected to result, in the purchasers of a material number of Units exercising their right under applicable legislation to withdraw from their purchase of Units or, in the reasonable opinion of the Underwriters (or any one of them), would be expected to have a significant adverse effect on the market price or value of the Units, any Underwriter shall be entitled, at its option, in accordance with section 14(e), to terminate its obligations under this Agreement by written notice to that effect given to the Fund prior to the Closing Time If, prior to the Closing Time, there are announced any changes or proposed changes in the taxation legislation of Canada or of any provinces or territories of Canada or any changes or proposed changes in the administration or application of such legislation by any relevant taxing authority which, in the opinion of the Underwriters after consultation with the Fund, might reasonably be expected to have a significant adverse effect on the marketability of the Units, any of the Underwriters shall be entitled, at its option and in accordance with section 14(e), to terminate its obligations under this Agreement by written notice to that effect given to the Fund prior to the Closing Time.
Sample 1
Material Change or Change in Material Fact. Out If, after the date hereof and prior to the Closing Time, there shall occur any material change or change in a material fact which, in the reasonable opinion of any of the Agents, would be expected to have a significant adverse effect on the business, affairs, prospects or financial condition of the Corporation and its subsidiaries taken as a whole or the market price or value of the securities of the Corporation, then such Agent shall be entitled, at its option, in accordance with Section 10(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation any time at or prior to the Closing Time.
Sample 1

Related to Material Change or Change in Material Fact

  • Change of Circumstances The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

  • No Change in Facts or Circumstances; Disclosure All information submitted by Borrower to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects, provided, however, that if such information was provided to Borrower by non-affiliated third parties, Borrower represents that such information is, to the best of its knowledge after due inquiry, accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the Property or the business operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

  • Material Change in Business Seller shall not make any material change in the nature of its business as carried on at the date hereof.

  • No Adverse Material Change (i) Since March 31, 2016, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

  • No Material Change There has been no material adverse change in the business, operations, financial condition or assets of the Company since the date of the Company's most recent financial statements;

  • No Material Changes Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • Material Changes Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Effect or any development that would reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

  • Material Change Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (1) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6 or (2) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (1) or (2) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any amendment or supplement thereto).

  • Change in Accountants or Accounting Policy Any change in (i) the external accountants of the Borrower, the Servicer, any Originator or the Parent, (ii) any accounting policy of the Borrower or (iii) any material accounting policy of any Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such purpose).

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