Common use of No Downgrade Clause in Contracts

No Downgrade. For the period from and after the date of this Agreement and prior to the Closing Date, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities.

Appears in 14 contracts

Samples: Air Lease Corp, Underwriting Agreement (Air Lease Corp), Underwriting Agreement (Air Lease Corp)

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No Downgrade. For Subsequent to the period from earlier of (A) the Time of Sale and after (B) the date execution and delivery of this Agreement Underwriting Agreement, and prior to the Closing Date, (i) no downgrading there shall not have occurred been any decrease in the rating accorded of any of the Company’s debt securities by any “nationally recognized statistical rating organization,(as such term is defined under in Section 3(a)(62) under of the Exchange Act Act) and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, review (other than an announcement with positive implications of a possible negative implicationsupgrade), its rating of any of the Company’s debt securities.

Appears in 12 contracts

Samples: Kellanova, Kellogg Co, Kellanova

No Downgrade. For Subsequent to the period from earlier of (A) the Time of Sale and after (B) the date execution and delivery of this Agreement and prior to the Closing DateAgreement, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” ”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities.

Appears in 6 contracts

Samples: Avery Dennison Corp, Avery Dennison Corp, Avery Dennison Corp

No Downgrade. For the period from and after Since the date of this Agreement and prior to the Closing DateAgreement, (i) no downgrading there shall not have occurred a downgrading in the rating accorded assigned to any of the Company’s debt securities by any “nationally recognized statistical rating organizationagency,” as such that term is defined under for purposes of Section 3(a)(62) under of the Exchange Act and (ii) Act, and, since the date of this Agreement, no such organization securities rating agency shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securitiesdebt.

Appears in 2 contracts

Samples: Underwriting Agreement (Birkenstock Holding PLC), Underwriting Agreement (Birkenstock Holding LTD)

No Downgrade. For Subsequent to the period from earlier of (A) the Time of Sale and after (B) the date execution and delivery of this Agreement and prior to the Closing DateAgreement, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as such that term is defined under in Section 3(a)(62) under of the Exchange Act Act, and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or privately informed the Company that it has under surveillance or review, review (with possible negative implications, ) its rating of any of the Company’s debt securities.

Appears in 2 contracts

Samples: Cencora, Inc., Amerisourcebergen Corp

No Downgrade. For the period from and after Since the date of this Agreement and prior to the Closing DateAgreement, (i) no downgrading there shall not have occurred a downgrading in the rating accorded assigned to the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organizationagency,” as such that term is defined under Section 3(a)(62) under of the Exchange Act Act, and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, with possible negative implications, review its rating of any of the Company’s debt securitiessecurities or preferred stock.

Appears in 1 contract

Samples: Underwriting Agreement (Texas Capital Bancshares Inc/Tx)

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No Downgrade. For the period from and after Since the date of this Agreement and prior to the Closing DateAgreement, (i) no downgrading there shall not have occurred a downgrading in the rating accorded assigned to the Securities or the Company’s debt securities by any “nationally recognized statistical rating organizationagency,” as such that term is defined under Section 3(a)(62) under of the Exchange Act Act, and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, with possible negative implications, review its rating of any of the Securities or the Company’s debt securities.

Appears in 1 contract

Samples: Underwriting Agreement (Texas Capital Bancshares Inc/Tx)

No Downgrade. For the period from and after the date of this Agreement and prior to the Closing Date, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62by the Commission for purposes of Rule 436(g)(2) under the Exchange Securities Act and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities.

Appears in 1 contract

Samples: Air Lease Corp

No Downgrade. For the period from and after the date of this Agreement and prior to the Closing Date, (i) no downgrading shall have occurred in the rating accorded the Company’s debt or preferred equity securities by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced or given any notice of any intended or potential downgrading or that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt or preferred equity securities.

Appears in 1 contract

Samples: Air Lease Corp

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