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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E Section15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “"nationally recognized statistical rating organization” " registered under Section 15E of the 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 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 the Company or any of its subsidiaries Subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 possi-ble change that does not indicate the direction of the possible change, in the rating accorded ac-corded the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E Section15E of the Exchange Act.

No Material Adverse Change or Ratings Agency Change. For During the period from and after the date of this Agreement and prior to the 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E Section15E of the 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 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 the Company Par Parties or any of its their subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company Verra Mobility or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E Section15E of the 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 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 the Company Issuer or any of its subsidiaries or any of their debt securities or indebtedness preferred stock by any “nationally recognized statistical rating organization” registered under Section 15E of the Exchange 1934 Act.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date,: (i) in the judgment of the Representatives BofAS 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under as such term is defined in Section 15E of the Exchange Act, and no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, any such rating.

No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 Closing Date, : (i) in the judgment of the Representatives Initial Purchaser, 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 the Company Par Parties or any of its their subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 the Company or any of its subsidiaries or any of their securities or indebtedness debt securities, in each case by any “nationally recognized statistical rating organization” registered under Section 15E Section15E of the 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 Closing Date,: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse ChangeEffect; 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 the Company or any of its subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 any public announcement of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Parent, the Company or any of its their subsidiaries or any of their debt securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the 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 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 any public announcement of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Guarantor or the Company or any of its subsidiaries or any of their debt securities or indebtedness by any “nationally recognized statistical rating organization” registered under Section 15E of the Exchange Act.