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 Common Shares, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives there shall not have 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.

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, the Second Closing Date: (i) in the judgment of the Representatives Underwriters there shall not have 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.

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, the Second any Subsequent Closing Date: (i) in the judgment of the Representatives there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) i. in the judgment of the Representatives there shall not have 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 used by the Commission in Section 15E of Rule 436(g)(2) under the Securities Exchange Act.

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 Common Shares, the Second each Option Closing Date: (i) in the reasonable judgment of the Representatives there shall not have 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.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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.

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, the Second each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior Execution Time to the First Closing Date and, with respect to the Optional Common Shares, the Second Closing Date: (i) in the reasonable judgment of the Representatives Representatives, there shall not have occurred any Material Adverse Change, except as reflected in or contemplated by the Disclosure Package; 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 the Subsidiaries by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the First any Closing Date and, with respect to the Optional Common Shares, the Second and any Option Closing Date: (i) in the judgment of the Representatives Representatives, there shall not have 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 or any of their securities or indebtedness by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(215c3-1(c)(2)(vi)(F) under the Securities Exchange Act.

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 Option Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have 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.

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 Common SharesFirst Closing Date, the Second each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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 that term is defined for purposes in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives there shall not have 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 in Section 3(a)(62) of Rule 436(g)(2) under the Securities Exchange Act.

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 Common Shares, the Second each Option Closing DateDate there shall not have occurred: (i) in the reasonable judgment of the Representatives there shall not have occurred Representative, 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.

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, the Second Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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 Parent, the Company Issuers or any of its their subsidiaries or any of their securities or indebtedness by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) 436 under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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 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.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior Execution Time to the First Closing Date and, with respect to the Optional Common Shares, the Second Closing Date: (i) in the judgment of the Representatives Representatives, there shall not have occurred any Material Adverse Change, except as reflected in or contemplated by the Disclosure Package; 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 the Subsidiaries by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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.

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, the Second Closing Date: (i) in the judgment of the Representatives Initial Purchasers there shall not have 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 the Company’s securities or in the rating outlook for the Company by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) 436 under the Securities Act.

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, the Second each Option Closing Date: (i) Date in the judgment of the Representatives Underwriters, there shall not have occurred occurred, except as contemplated by the 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 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.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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 Subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) in the reasonable judgment of the Representatives Representative there shall not have 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 a 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.

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, the Second each Option Closing Date: (i) in the judgment of the Representatives there shall not have 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 the Subsidiaries by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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 SharesADSs, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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.

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, the Second each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives Representative, there shall not have 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.

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, the Second Closing Date: (i) in the judgment of the Representatives Underwriters there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives there shall not have 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 in Section 3(a)(62) of Rule 436(g)(2) under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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 claims-paying ability rating accorded any securities of the Company or any of its Company's insurance subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement through and prior to including the First Closing Date and, with respect to the Optional Common Shares, the Second each Option Closing Date: (i) in the reasonable judgment of the Representatives Representative there shall not have 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.

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, the Second Closing Date: (i) in the reasonable judgment of the Representatives Initial Purchasers there shall not have 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 or indebtedness of the Company Company, any Guarantor or any of its their respective 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.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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.

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, the Second Closing Date: (i) in the judgment of the Representatives Underwriters there shall not have 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 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.

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 Common SharesSecurities, the Second each Option Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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.

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, and the Second Closing Date, as the case may be: (i) in the reasonable judgment of the Representatives Underwriter there shall not have 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.

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, the Second Closing Date: (i) in the reasonable judgment of the Representatives Initial Purchasers there shall not have 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 or any of their securities or indebtedness by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) 436 under the Securities Act.

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, the Second or any Option Closing Date: (i) in the judgment of the Representatives Representatives, there shall not have 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 or any of their securities or indebtedness by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(215c3-1(c)(2)(vi)(F) under the Securities Exchange Act.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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 or the Company’s or any of its subsidiaries’ financial strength or claims paying ability by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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 Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have 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.

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, the Second Closing Date: (i) in the judgment of the Representatives Initial Purchasers, there shall not have 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 or indebtedness of the Company or any of its subsidiaries 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.

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, and the Second Closing Date, as the case may be: (i) in the reasonable judgment of the Representatives Underwriter there shall not have 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.

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 Common SharesADSs, the Second Option Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have 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.

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, the Second Closing Date: (i) in the reasonable judgment of the Representatives Initial Purchaser there shall not have 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 or any of their securities or indebtedness by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) 436 under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives Initial Purchaser there shall not have 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 either of the Company Issuers, any of the Guarantors or any of its their respective 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.

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, the Second Closing Date: (i) in the reasonable judgment of the Representatives Initial Purchasers there shall not have 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 Guarantors or any of its their respective 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.

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 SharesUnits, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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 Subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives Underwriter there shall not have 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.

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, the Second Closing Date: (i) in the judgment of the Representatives Representative there shall not have 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 Subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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)(2436(g) (2) under the Securities Act.

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, the Second Closing Date: (i) in the judgment of the Representatives there shall not have 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 Subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior Execution Time to the First Closing Date and, with respect to the Optional Common Shares, the Second Closing Date: (i) in the reasonable judgment of the Representatives Representative, there shall not have occurred any Material Adverse Change, except as reflected in or contemplated by the Disclosure Package; 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 the Subsidiaries by any "“nationally recognized statistical rating organization" ” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement through and prior to including the First Closing Date and, with respect to the Optional Common Shares, the Second each Option Closing Date: (i) in the judgment of the Representatives there shall not have 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.

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 Common Shares, the Second each Option Closing Date: (i) i. in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Change; and (ii) 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.

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 Option Shares, the Second each Option Closing Date: (i) in the reasonable judgment of the Representatives Fxxxxx there shall not have 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.

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, and the Second Closing Date, as the case may be: (i) in the judgment of the Representatives Underwriter there shall not have 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.

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 or the Optional Common Shares, the Second applicable Option Closing Date, as the case may be: (i) in the judgment of the Representatives there shall not have 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.