Common use of No Material Adverse Change Clause in Contracts

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 301 contracts

Samples: Underwriting Agreement (Grid Dynamics Holdings, Inc.), Underwriting Agreement (Bowhead Specialty Holdings Inc.), Underwriting Agreement (Camp4 Therapeutics Corp)

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No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 158 contracts

Samples: Underwriting Agreement (Ares Management Corp), Underwriting Agreement (StandardAero, Inc.), Underwriting Agreement (StandardAero, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 118 contracts

Samples: Underwriting Agreement (Vera Therapeutics, Inc.), Underwriting Agreement (CSW Industrials, Inc.), Underwriting Agreement (Dyne Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 82 contracts

Samples: Underwriting Agreement (Par Pacific Holdings, Inc.), Underwriting Agreement (Cleveland-Cliffs Inc.), Underwriting Agreement (Ortho Clinical Diagnostics Holdings PLC)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 76 contracts

Samples: Underwriting Agreement (Precigen, Inc.), Underwriting Agreement (Precigen, Inc.), Underwriting Agreement (Columbus McKinnon Corp)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 65 contracts

Samples: Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.), Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.), Underwriting Agreement (Patria Latin American Opportunity Acquisition Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 41 contracts

Samples: Underwriting Agreement (Trailblazer Merger Corp I), Underwriting Agreement (Trailblazer Merger Corp I), Underwriting Agreement (PROTONIQ Acquisition Corp)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 26 contracts

Samples: Underwriting Agreement (Kratos Defense & Security Solutions, Inc.), Underwriting Agreement (LEGALZOOM.COM, Inc.), Underwriting Agreement (Black Diamond Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 19 contracts

Samples: Underwriting Agreement (RxSight, Inc.), Underwriting Agreement (Squarespace, Inc.), Underwriting Agreement (MediaAlpha, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 17 contracts

Samples: Underwriting Agreement (Acadia Realty Trust), Underwriting Agreement (Option Care Health, Inc.), Underwriting Agreement (Option Care Health, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Public Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 17 contracts

Samples: Underwriting Agreement (KnightSwan Acquisition Corp), Underwriting Agreement (KnightSwan Acquisition Corp), Underwriting Agreement (LAVA Medtech Acquisition Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 15 contracts

Samples: Underwriting Agreement (Bank of the Ozarks Inc), Underwriting Agreement (CommScope Holding Company, Inc.), Underwriting Agreement (CommScope Holding Company, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 11 contracts

Samples: Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Waystar Holding Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the an Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 9 contracts

Samples: Underwriting Agreement (Bluebird Bio, Inc.), Underwriting Agreement (Sage Therapeutics, Inc.), Underwriting Agreement (Bluebird Bio, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 9 contracts

Samples: Underwriting Agreement (Super Micro Computer, Inc.), Underwriting Agreement (Karat Packaging Inc.), Underwriting Agreement (SONDORS Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Public Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 9 contracts

Samples: Underwriting Agreement (Chain Bridge I), Underwriting Agreement (Foresight Acquisition Corp. II), Underwriting Agreement (Chain Bridge I)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the an Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Aptinyx Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (Atara Biotherapeutics, Inc.), Underwriting Agreement (Atara Biotherapeutics, Inc.), Underwriting Agreement (Atara Biotherapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Registration Statement, the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 7 contracts

Samples: Underwriting Agreement (SOAR Technology Acquisition Corp.), Underwriting Agreement (SOAR Technology Acquisition Corp.), Underwriting Agreement (Supernova Partners Acquisition Co III, Ltd.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 7 contracts

Samples: Underwriting Agreement (Xunlei LTD), Underwriting Agreement (China Auto Rental Holdings Inc.), Underwriting Agreement (ShangPharma Corp)

No Material Adverse Change. No event event, condition or condition development of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Underwriting Agreement (Accenture PLC), Underwriting Agreement (Duck Creek Technologies, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Chart Industries Inc), Underwriting Agreement (Uil Holdings Corp), Underwriting Agreement (Advanced Micro Devices Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Insulet Corp), Underwriting Agreement (Spectranetics Corp), Underwriting Agreement (Medivation, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Chewy, Inc.), Underwriting Agreement (Vertiv Holdings Co), Underwriting Agreement (Melinta Therapeutics, Inc. /New/)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives Representatives, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives makes Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Sunnova Energy International Inc.), Underwriting Agreement (Sunnova Energy International Inc.), Underwriting Agreement (Sunnova Energy International Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) (No Material Adverse Change) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Fidelis Insurance Holdings LTD), Underwriting Agreement (Fidelis Insurance Holdings LTD), Underwriting Agreement (Amicus Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(o) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement (Global Blood Therapeutics, Inc.), Underwriting Agreement (Global Blood Therapeutics, Inc.), Underwriting Agreement (Global Blood Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement (CommScope Holding Company, Inc.), Underwriting Agreement (CommScope Holding Company, Inc.), Underwriting Agreement (CDW Corp)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement (Chewy, Inc.), Underwriting Agreement (Presidio, Inc.), Underwriting Agreement (Presidio, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement (Spring Valley Acquisition Corp. II), Underwriting Agreement (Spring Valley Acquisition Corp. II), Underwriting Agreement (Spring Valley Acquisition Corp. II)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(e) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative[s] makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Brookfield Property Partners L.P.), Underwriting Agreement (Brookfield Property Partners L.P.), Underwriting Agreement (Ares Management Lp)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes Representative is so material as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (MTBC, Inc.), Underwriting Agreement (MTBC, Inc.), Underwriting Agreement (MTBC, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the each Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Phillips 66 Partners Lp), Underwriting Agreement (Phillips 66 Partners Lp), Underwriting Agreement (Valero Energy Partners Lp)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Dynacure S.A.), Underwriting Agreement (Freeline Therapeutics Holdings PLC), Underwriting Agreement (Orchard Therapeutics PLC)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Ares Management Lp), Underwriting Agreement (Emerge Energy Services LP), Underwriting Agreement (Emerge Energy Services LP)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(u) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Adverum Biotechnologies, Inc.), Underwriting Agreement (Adverum Biotechnologies, Inc.), Underwriting Agreement (Medical Properties Trust Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Prime Medicine, Inc.), Underwriting Agreement (Carlyle Group Inc.), Underwriting Agreement (Otonomy, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(kk) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (MyoKardia, Inc.), Underwriting Agreement (MyoKardia Inc), Underwriting Agreement (MyoKardia Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Offered Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the any Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Broadstone Net Lease, Inc.), Underwriting Agreement (Broadstone Net Lease, Inc.), Underwriting Agreement (Broadstone Net Lease, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Avianca Holdings S.A.), Underwriting Agreement (Cencosud S.A.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the an Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Zafgen, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Sovos Brands, Inc.), Underwriting Agreement (Five9, Inc.), Underwriting Agreement (Five9, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the applicable Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (ImmunoGen, Inc.), Underwriting Agreement (Medicines Co /De), Underwriting Agreement (NPS Pharmaceuticals Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the any Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Vital Energy, Inc.), Underwriting Agreement (RGC Resources Inc), Underwriting Agreement (Laredo Petroleum Holdings, Inc.)

No Material Adverse Change. No Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3(h3(g)(ii) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Alnylam Pharmaceuticals, Inc.), Underwriting Agreement (Alnylam Pharmaceuticals, Inc.), Underwriting Agreement (Alnylam Pharmaceuticals, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (HW Electro Co., Ltd.), Underwriting Agreement (HW Electro Co., Ltd.), Underwriting Agreement (Yoshitsu Co., LTD)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(k) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Energizer Holdings, Inc.), Underwriting Agreement (Evolent Health, Inc.), Underwriting Agreement (Evolent Health, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Registration Statement, the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (DP Cap Acquisition Corp I), Underwriting Agreement (Freedom Acquisition I Corp.), Underwriting Agreement (Freedom Acquisition I Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the such Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Consensus Cloud Solutions, Inc.), Underwriting Agreement (Xpeng Inc.), Underwriting Agreement (Xpeng Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Addex Therapeutics Ltd.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(ee) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Esperion Therapeutics, Inc.), Underwriting Agreement (Esperion Therapeutics, Inc.), Underwriting Agreement (Esperion Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(hArticle III(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (Medical Properties Trust Inc), Underwriting Agreement (MPT Operating Partnership, L.P.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Zai Lab LTD), Underwriting Agreement (Mesoblast LTD), Underwriting Agreement (Zai Lab LTD)

No Material Adverse Change. No event or condition of a type described in Section 3(h) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.)

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No Material Adverse Change. No Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3(h3(g)(ii) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Alnylam Pharmaceuticals, Inc.), Underwriting Agreement (Alnylam Pharmaceuticals, Inc.), Underwriting Agreement (Alnylam Pharmaceuticals, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Veritone, Inc.), Underwriting Agreement (Veritone, Inc.), Underwriting Agreement (Reliance Steel & Aluminum Co)

No Material Adverse Change. No event or condition of a type described in Section [3(h) )] hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (TWFG, Inc.), Underwriting Agreement (TWFG, Inc.), Underwriting Agreement (Berkeley Lights, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(cc) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale sale, or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Blue Owl Capital Corp), Underwriting Agreement (Owl Rock Technology Finance Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, exist (i) which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and (ii) the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Criteo S.A.), Underwriting Agreement (Criteo S.A.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Stoke Therapeutics, Inc.), Underwriting Agreement (Altair Engineering Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter, the Forward Seller or the Forward Purchaser makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares being delivered on the each Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Equity Underwriting Agreement (ONE Gas, Inc.), Equity Underwriting Agreement (ONE Gas, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(a)(xv) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Idenix Pharmaceuticals Inc), Underwriting Agreement (Idenix Pharmaceuticals Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, be on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Akoya Biosciences, Inc.), Underwriting Agreement (Akoya Biosciences, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives (other than a defaulting Underwriter under Section 12 hereof) makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (La Quinta Holdings Inc.), Underwriting Agreement (La Quinta Holdings Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the any Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Laredo Petroleum Holdings, Inc.), Underwriting Agreement (Laredo Petroleum Holdings, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) and/or (h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (ESH Hospitality, Inc.), Underwriting Agreement (ESH Hospitality, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Trulia, Inc.), Underwriting Agreement (Trulia, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which is, in the judgment of the Representatives makes Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Materialise Nv), Underwriting Agreement (Materialise Nv)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Braeburn Pharmaceuticals, Inc.), Underwriting Agreement (Agios Pharmaceuticals Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h‎3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Isos Acquisition Corp.), Underwriting Agreement (Isos Acquisition Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Qiwi), Underwriting Agreement (Qiwi)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(p) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Syros Pharmaceuticals, Inc.), Underwriting Agreement (Syros Pharmaceuticals, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date Date, or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Forum Energy Technologies, Inc.), Underwriting Agreement (Forum Energy Technologies, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Chart Industries Inc), Underwriting Agreement (Chart Industries Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Ctrip Com International LTD), Underwriting Agreement (Ctrip Com International LTD)

No Material Adverse Change. No event or condition of a type described in Section 3(h4(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (DoubleDown Interactive Co., Ltd.), Underwriting Agreement (DoubleDown Interactive Co., Ltd.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Comerica Inc /New/), Underwriting Agreement (Mellanox Technologies, Ltd.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Schottenstein Realty Trust, Inc.), Underwriting Agreement (Campus Crest Communities, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Edgewise Therapeutics, Inc.), Underwriting Agreement (Edgewise Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing General Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Underwriting Agreement (Southern National Bancorp of Virginia Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale sale, or delivery of the Shares Securities on the Closing Date or the Additional and any Secondary Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Trinity Capital Inc.), Underwriting Agreement (Trinity Capital Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Privatebancorp, Inc), Underwriting Agreement (Privatebancorp, Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h‎3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (iRhythm Technologies, Inc.), Underwriting Agreement (iRhythm Technologies, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) ), and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Gaming & Leisure Properties, Inc.), Underwriting Agreement (Gaming & Leisure Properties, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Civitas Resources, Inc.), Underwriting Agreement (Canada Pension Plan Investment Board)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Spark Therapeutics, Inc.), Underwriting Agreement (Spark Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(w) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Iron Mountain Inc), Underwriting Agreement (Enernoc Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (AF Acquisition Corp.), Underwriting Agreement (AF Acquisition Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities being delivered on the First Closing Date or the Additional Second Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Aptiv PLC), Underwriting Agreement (Aptiv PLC)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (VEREIT Operating Partnership, L.P.), Underwriting Agreement (VEREIT Operating Partnership, L.P.)

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