Common use of No Material Adverse Change or Ratings Agency Change Clause in Contracts

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter there shall not have occurred, except as contemplated by the Prospectus, any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 3 contracts

Samples: Underwriting Agreement (Gulfport Energy Corp), Underwriting Agreement (Gulfport Energy Corp), Underwriting Agreement (Gulfport Energy Corp)

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No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (ia) in the judgment of the Underwriter Underwriter, there shall not have occurred, except as contemplated by the Prospectus, any Material Adverse Change; and (iib) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Davidson Charles E), Underwriting Agreement (Gastar Exploration LTD)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter Representative there shall not have occurred, except as contemplated by the Prospectus, any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Gulfport Energy Corp), Underwriting Agreement (Ceco Environmental Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date andDate, and with respect to the Option Securities, the Optional Shares, each Option Closing Date, if any: (i) in the judgment of the Underwriter Representatives there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 2 contracts

Samples: Purchase Agreement (Prologis), Purchase Agreement (Prologis)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Common Shares, each Option the Second Closing Date: (i) in the judgment of the Underwriter Representatives there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date andDate, and with respect to the Additional Securities, the Optional Shares, each Option Closing Date, if any: (i) in the judgment of the Underwriter Underwriters there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter Date there shall not have occurred, except as contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus or Time of Sale Prospectus, any Material Adverse Change; and (ii) Change and there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any debt securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 2 contracts

Samples: Underwriting Agreement (Abraxas Petroleum Corp), Underwriting Agreement (Abraxas Petroleum Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (ia) in the judgment of the Underwriter Representative, there shall not have occurred, except as contemplated by the Prospectus, any Material Adverse Change; and (iib) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Gulfport Energy Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares purchased after the Optional SharesFirst Closing Date, each Option Closing Date: (i) in the judgment of the Underwriter Representatives, there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any written notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such that term is defined for purposes of used in Rule 436(g)(215c3-1(c)(2)(vi)(F) under the Securities Exchange Act.

Appears in 1 contract

Samples: Underwriting Agreement (OncoMed Pharmaceuticals Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter Date there shall not have occurred, except as contemplated by the Registration Statements, the Preliminary Prospectus, the Prospectus or Time of Sale Prospectus, any Material Adverse Change; and (ii) Change and there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Sanchez Energy Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares the Optional Sharespurchase and sale of which occur after the First Closing Date, each Option Closing Date: (i) in the judgment of the Underwriter Representative there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Exact Sciences Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares the Optional Sharespurchase and sale of which occur after the First Closing Date, each Option Closing Date: (i) in the judgment of the Underwriter Representatives there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Exact Sciences Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Option Securities purchased after the Optional SharesFirst Closing Date, each Option Securities Closing Date: (i) in the judgment of the Underwriter Representative there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Pluristem Therapeutics Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (ia) in the reasonable judgment of the Underwriter Representative, there shall not have occurred, except as contemplated by the Prospectus, any Material Adverse Change; and (iib) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration LTD)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter Date there shall not have occurred, except as contemplated by the Registration Statement, the Preliminary Prospectus, the Prospectus or Time of Sale Prospectus, any Material Adverse Change; and (ii) Change and there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Synergy Resources Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date andDate, and with respect to the Additional Securities, the Optional Shares, each Option Closing Date, if any: (i) in the judgment of the Underwriter Representatives there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

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No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Common Shares, each Option the Second Closing Date: (iI) in the judgment of the Underwriter Representatives there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (iiII) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Bone Care International Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to the Optional SharesADSs, each Option Closing Date: (i) in the reasonable judgment of the Underwriter there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating rating, if any, accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Celsus Therapeutics Plc.)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter Underwriters there shall not have occurred, except as contemplated by the Prospectus, any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Gulfport Energy Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter Initial Purchasers there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) 436 under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Block Communications Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option any Subsequent Closing Date: (i) in the judgment of the Underwriter Representative, there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Geokinetics Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Common Shares, each Option the Second Closing Date: (i) in the judgment of the Underwriter Underwriters there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or its subsidiary by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Cyberonics Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (ia) in the judgment of the Underwriter Underwriters, there shall not have occurred, except as contemplated by the Prospectus, any Material Adverse Change; and (iib) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Atp Oil & Gas Corp)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date andDate, and with respect to the Option Securities, the Optional Shares, each Option Closing Date, if any: (i) in the judgment of the Underwriter Representatives there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company Company, the Operating Partnership or any of the subsidiaries of the Operating Partnership by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis, Inc.)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First Closing Date and, with respect to the Optional Shares, each Option Closing Date: (i) in the judgment of the Underwriter Initial Purchaser there shall not have occurred, except as contemplated by the Prospectus, occurred any Pokagon Parties Material Adverse Change or a Manager Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities or indebtedness of the Company Authority or any of its subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) 436 under the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Lakes Entertainment Inc)

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to through and including the First Closing Date and, with respect to any Optional Shares purchased after the Optional SharesFirst Closing Date, each Option Closing Date: (i) in the reasonable judgment of the Underwriter Representative, there shall not have occurred, except as contemplated by the Prospectus, occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

Appears in 1 contract

Samples: Underwriting Agreement (Oriental Financial Group Inc)

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