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

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Time of Delivery: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior through and including the First Closing Date and, with respect to any Optional Shares purchased after the Time of DeliveryFirst Closing Date, each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any change or any development that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make Effect that makes it impractical or inadvisable to proceed with offer or deliver the offering or delivery of Offered Shares on the Securities as terms and in the manner contemplated by the Registration Statement, in the Time of Sale Information Prospectus and in the Prospectus; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such that term is defined used in Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Time of Delivery: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the applicable Time of Delivery: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Time of DeliveryClosing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (ba) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior through and including the First Closing Date and, with respect to any Optional Shares purchased after the Time of DeliveryFirst Closing Date, each Option Closing Date: (i) in the judgment of the Representatives there shall not have occurred any change or any development that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make Effect that makes it impractical or inadvisable to proceed with offer or deliver the offering or delivery of Shares on the Securities as terms and in the manner contemplated by the Registration Statement, in the Time of Sale Information Prospectus and in the Prospectus; and (iiiii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such that term is defined used in Section 3(a)(62Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Time of Delivery or the relevant Date of Delivery: (i) in the judgment of the Representatives Underwriters there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice notice, announcement or written indication have been given or made of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the applicable Time of Delivery: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Time of DeliveryClosing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Time of DeliveryClosing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (ba) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62for purposes of Rule 436(g) of under the Exchange Securities Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Time of DeliveryClosing Date: (i) in the judgment of the Representatives Representative there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (ba) of this Section 6 which is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information Statement and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62for purposes of Rule 15c3-1(c)(2)(vi)(F) of under the Exchange Act.

No Material Adverse Effect or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the applicable Time of Delivery: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Effect; (ii) there shall not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 6 which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement, the Time of Sale Information and the Prospectus; and (iii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62) of the Exchange Act.