No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 114 contracts
Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Eastman Chemical Co), Underwriting Agreement (Medtronic PLC)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 67 contracts
Samples: Underwriting Agreement (Roper Technologies Inc), Underwriting Agreement (Oracle Corp), Underwriting Agreement (Service Corp International)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 64 contracts
Samples: Underwriting Agreement (First American Financial Corp), Underwriting Agreement (Nordson Corp), Underwriting Agreement (Cousins Properties Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 55 contracts
Samples: Purchase Agreement (Matthews International Corp), Purchase Agreement (Brinker International, Inc), Purchase Agreement (Equitrans Midstream Corp)
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(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement theretoCorrective Information) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives Representative, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities Offered Certificates on the terms and in the manner contemplated by this Agreement, the Time of Sale Information Agreement and the Prospectus.
Appears in 46 contracts
Samples: Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31), Underwriting Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C29)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 44 contracts
Samples: Underwriting Agreement (FGX International Holdings LTD), Underwriting Agreement (BioFuel Energy Corp.), Underwriting Agreement (BioFuel Energy Corp.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 34 contracts
Samples: Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Moodys Corp /De/), Underwriting Agreement (Applied Materials Inc /De)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 25 contracts
Samples: Underwriting Agreement (Amag Pharmaceuticals Inc.), Underwriting Agreement (Concho Resources Inc), Underwriting Agreement (Concho Resources Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 23 contracts
Samples: Euro Purchase Agreement (Netflix Inc), Purchase Agreement (McClatchy Co), Dollar Purchase Agreement (Netflix Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 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 Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 18 contracts
Samples: Purchase Agreement (Lyft, Inc.), Purchase Agreement (Palo Alto Networks Inc), Purchase Agreement (Lyft, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g4(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Representatives, after consultation with the Parent if practicable, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 15 contracts
Samples: Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Registration Statement, the Time of Sale Information (and the Prospectus, in each case, for the avoidance of doubt, 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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 13 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 13 contracts
Samples: Underwriting Agreement (Approach Resources Inc), Underwriting Agreement (Concho Resources Inc), Underwriting Agreement (Approach Resources Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g2(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 12 contracts
Samples: Underwriting Agreement (Baidu, Inc.), Underwriting Agreement (Baidu, Inc.), Underwriting Agreement (Baidu, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 11 contracts
Samples: Purchase Agreement (Restaurant Brands International Inc.), Purchase Agreement (Restaurant Brands International Inc.), Purchase Agreement (Restaurant Brands International Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (excluding any amendment or supplement thereto) and ), the effect of which which, in the judgment of the Representatives Representative, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 11 contracts
Samples: Purchase Agreement (Antero Midstream GP LP), Purchase Agreement, Purchase Agreement (Antero Midstream Partners LP)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 11 contracts
Samples: Underwriting Agreement (CrowdStrike Holdings, Inc.), Underwriting Agreement (CDK Global, Inc.), Underwriting Agreement (Eagle Materials Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Representative is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 11 contracts
Samples: Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 11 contracts
Samples: Underwriting Agreement (Oglethorpe Power Corp), Underwriting Agreement (Susquehanna Bancshares Inc), Underwriting Agreement (Denbury Resources Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 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 Time of Sale Information and the Prospectus.
Appears in 10 contracts
Samples: Underwriting Agreement (Cheesecake Factory Inc), Underwriting Agreement (Cheesecake Factory Inc), Underwriting Agreement (Arbor Realty Trust Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 10 contracts
Samples: Purchase Agreement (New Gold Inc. /FI), Purchase Agreement (New Gold Inc. /FI), Purchase Agreement (Avaya Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g4(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 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(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Diamond Offshore Drilling, Inc.), Underwriting Agreement (Stancorp Financial Group Inc), Underwriting Agreement (Stancorp Financial Group Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Royalty Pharma PLC), Underwriting Agreement (Microchip Technology Inc), Underwriting Agreement (Royalty Pharma PLC)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 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 Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Redwood Trust Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Comerica Inc /New/), Underwriting Agreement (FNB Corp/Pa/), Underwriting Agreement (Comerica Inc /New/)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Broadridge Financial Solutions, Inc.), Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Broadridge Financial Solutions, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Valero Energy Partners Lp), Underwriting Agreement (Valero Energy Partners Lp), Underwriting Agreement (Rockwell Collins Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(n) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(xv) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Haynes International Inc), Underwriting Agreement (Haynes International Inc), Underwriting Agreement (Haynes International Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(j) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Extra Space Storage Inc.), Underwriting Agreement (Extra Space Storage Inc.), Underwriting Agreement (Extra Space Storage Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Mid-America Apartments, L.P.), Underwriting Agreement (Mid-America Apartments, L.P.), Underwriting Agreement (Mid-America Apartments, L.P.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Brown & Brown, Inc.), Underwriting Agreement (Brown & Brown, Inc.), Underwriting Agreement (Brown & Brown, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(p) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Service Corp International), Underwriting Agreement (Service Corporation International), Underwriting Agreement (Carpenter Technology Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Hillenbrand, 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(g3(z) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described or contemplated in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal)
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(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Discover Financial Services), Underwriting Agreement (Discover Financial Services), Underwriting Agreement (Discover Financial Services)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(r) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 5 contracts
Samples: Underwriting Agreement (Agilent Technologies, Inc.), Underwriting Agreement (Agilent Technologies, Inc.), Underwriting Agreement (Agilent Technologies Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(l) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 4 contracts
Samples: Purchase Agreement (Archrock, Inc.), Purchase Agreement (Archrock, Inc.), Purchase Agreement (Archrock Partners, L.P.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Final 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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Hewlett Packard Enterprise Co), Underwriting Agreement (Hewlett Packard Enterprise Co), Underwriting Agreement (Hewlett Packard Enterprise Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(n) [No Material Adverse Change] hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information Prospectus (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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information Prospectus and the Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Columbia Property Trust, Inc.), Underwriting Agreement (Columbia Property Trust, Inc.), Underwriting Agreement (Energizer 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(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Freeport-McMoran Inc), Underwriting Agreement (Freeport-McMoran Inc), Underwriting Agreement (Freeport-McMoran Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Circular (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Circular.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Manitowoc Co Inc), Purchase Agreement (Manitowoc Foodservice, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Vanda Pharmaceuticals Inc.), Underwriting Agreement (Vanda Pharmaceuticals Inc.), Underwriting Agreement (Vanda Pharmaceuticals Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Hornbeck Offshore Services Inc /La), Purchase Agreement (Energizer Holdings Inc), Purchase Agreement (Ralcorp Holdings Inc /Mo)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreens Boots Alliance, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Circular (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes Representative make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Circular.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Builders FirstSource, Inc.), Purchase Agreement (Builders FirstSource, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 (after consultations with the Company among officers) makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Sherwin Williams Co), Underwriting Agreement (Sherwin Williams Co), Underwriting Agreement (Avery Dennison Corporation)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(aa) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Associated Banc-Corp), Underwriting Agreement (City National Corp), Underwriting Agreement (City National Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(aa) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Associated Banc-Corp), Underwriting Agreement (Associated Banc-Corp), Underwriting Agreement (City National Corp)
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(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Allegheny Technologies Inc), Underwriting Agreement (Allegheny Technologies Inc), Underwriting Agreement (Allegheny Technologies Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(g)(ii) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Omnicare Inc), Underwriting Agreement (Omnicare Inc), Underwriting Agreement (Omnicare Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Expedia, Inc.), Underwriting Agreement (Expedia, Inc.), Underwriting Agreement (Hotels.com GP, LLC)
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(g3(aa) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
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(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Oasis Petroleum Inc.), Underwriting Agreement (Oasis Petroleum Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Fortune Brands Home & Security, Inc.), Underwriting Agreement (Fortune Brands Home & Security, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(a)(v) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Kraft Heinz Foods Co), Underwriting Agreement (Kraft Heinz Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (American Equity Investment Life Holding Co), Underwriting Agreement (American Equity Investment Life Holding Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 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 Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Clovis Oncology, Inc.), Underwriting Agreement (Mannkind Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described or contemplated in each of the Time of Sale Information (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 Securities on the applicable Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal)
No Material Adverse Change. No event or condition of a type described in Section 3(g) 3.G hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Walt Disney Co), Underwriting Agreement (Walt Disney Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Navistar International Corp), Purchase Agreement (Navistar International Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Final Prospectuses (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 Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusFinal Prospectuses.
Appears in 2 contracts
Samples: Underwriting Agreement (Goldcorp Inc), Underwriting Agreement (Goldcorp Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Registration Statement, the Time of Sale Information (and the Prospectus, in each case, for the avoidance of doubt, 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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Representatives, after consultation with the Company and the Guarantors, where practicable, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Rio Tinto Finance (USA) PLC), Underwriting Agreement (Rio Tinto Finance Usa LTD)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Ca, Inc.), Underwriting Agreement (Ca, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Homebanc Corp), Underwriting Agreement (WSP Holdings LTD)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Initial Purchaser makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Truven Holding Corp.), Purchase Agreement (American Media Operations Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (J M SMUCKER Co), Underwriting Agreement (J M SMUCKER Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(t) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities Units on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Copano Energy, L.L.C.), Underwriting Agreement (Copano Energy, L.L.C.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(n) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Crane Co /De/), Underwriting Agreement (Crane Co /De/)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Thomas & Betts Corp), Underwriting Agreement (Thomas & Betts Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Delta Air Lines Inc /De/), Underwriting Agreement (Delta Air Lines Inc /De/)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(xii) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 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 Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Take Two Interactive Software Inc), Underwriting Agreement (Affymetrix Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 (after consultations with the Company among senior representatives) makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Nine Energy Service, Inc.), Underwriting Agreement (PDC Energy, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Kinetik Holdings Inc.), Purchase Agreement (Kinetik 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(g3(w) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities Shares on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Carpenter Technology Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3 (g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Weatherford International LTD), Underwriting Agreement (Universal Compression Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described or contemplated in each of the Time of Sale Information (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(k) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Prospectuses (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 Securities 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 Time of Sale Information and the ProspectusProspectuses.
Appears in 2 contracts
Samples: Underwriting Agreement (Gerdau Ameristeel Corp), Underwriting Agreement (Gerdau Ameristeel Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Registration Statement, the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment amendments or supplement supplements 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 Securities on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Time of Sale Information and or the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (F&G Annuities & Life, Inc.), Underwriting Agreement (F&G Annuities & Life, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Lender Processing Services, Inc.), Purchase Agreement (Motient Corp)
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(g3(z) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
