Common use of Notice and Effect of Material Changes Clause in Contracts

Notice and Effect of Material Changes. If at any time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Distribution Agents or counsel to the Company, to amend the Disclosure Package or the Prospectus, as then amended or supplemented, in order that the Disclosure Package or the Prospectus, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, in the discretion of the Company, it is necessary at any time to amend or supplement the Disclosure Package, the Registration Statement or the Prospectus, as then amended or supplemented, to comply with the Securities Act, the Exchange Act, or any rules and regulations thereunder, the Company shall promptly notify each Distribution Agent who then holds any Notes purchased as principal pursuant hereto to suspend the solicitation of offers to purchase Notes. In such event, such Distribution Agent shall not thereafter attempt to offer or place any Notes until the Company shall have prepared an Issuer Free Writing Prospectus or an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and, subject to Section 4(a) hereof, caused to be filed with the Commission such amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, that will have corrected such untrue statement or omission or effected such compliance and shall have furnished such Issuer Free Writing Prospectus or amended or supplemented Prospectus, as the case may be, to the Distribution Agents in such numbers as they may reasonably require.

Notice and Effect of Material Changes. If at any time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Distribution Agents or counsel to the Company, to amend the Disclosure Package or the Prospectus, as then amended or supplemented, in order that the Disclosure Package or the Prospectus, as the case may be, will not contain includes an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, if in the discretion of the Company, Company it is necessary at any time to amend or supplement the Disclosure Package, the Registration Statement or the Prospectus, as then amended or supplemented, to comply with the Securities Act, the Exchange Act, or any rules and regulations thereunderapplicable law, the Company shall will promptly notify each Distribution Agent who then holds any Notes purchased as principal pursuant hereto to suspend the solicitation of offers to purchase the Notes. In such event, such Distribution Agent shall not thereafter attempt to offer or place any of the Notes until the Company shall have prepared an Issuer Free Writing Prospectus or an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and, subject to Section 4(a) hereof, caused to be filed with the Commission such amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, that will have corrected such untrue statement or omission or effected such compliance and shall have furnished such Issuer Free Writing Prospectus or amended or supplemented Prospectus, as the case may be, to the Distribution Agents in such numbers as they may reasonably require. Notwithstanding any other provision of this paragraph, for a period of 45 days after the Settlement Date of any purchase of Notes by an Agent as principal, if any event described above in this paragraph occurs, the Company will promptly prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and will furnish such amended or supplemented Prospectus to such Agent in such numbers as it may reasonably require.

Notice and Effect of Material Changes. If at any time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Distribution Agents or counsel to the Company, to amend the Disclosure Package or the Prospectus, as then amended or supplemented, in order that the Disclosure Package or the Prospectus, as the case may be, will not contain includes an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, if in the discretion of the Company, Company it is necessary at any time to amend or supplement the Disclosure Package, the Registration Statement or the Prospectus, as then amended or supplemented, to comply with the Securities Act, the Exchange Act, or any rules and regulations thereunderapplicable law, the Company shall will promptly notify each Distribution Agent who then holds any Notes purchased as principal pursuant hereto to suspend the solicitation of offers to purchase the Notes. In such event, such Distribution Agent shall not thereafter attempt to offer or place any of the Notes until the Company shall have prepared an Issuer Free Writing Prospectus or an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and, subject to Section 4(a) hereof, caused to be filed with the Commission such amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, that will have corrected such untrue statement or omission or effected such compliance and shall have furnished such Issuer Free Writing Prospectus or amended or supplemented Prospectus, as the case may be, via email in “.pdf” format to the Distribution Agents Agents. Notwithstanding any other provision of this paragraph, for a period of 45 days after the Settlement Date of any purchase of Notes by an Agent as principal, if any event described above in this paragraph occurs, the Company will promptly prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and will furnish such numbers as they may reasonably requireamended or supplemented Prospectus to such Agent via email in “.pdf” format .

Notice and Effect of Material Changes. If at The Company will immediately notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the placement of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the Securities by the Initial Purchasers as evidenced by a notice in writing from the Initial Purchasers to the Company, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries that (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel, the Initial Purchasers or counsel for the Distribution Agents or counsel to the CompanyInitial Purchasers, to amend or supplement the Disclosure Package Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the Prospectusstatements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as then so amended or supplemented, in order that the Disclosure Package or the Prospectus, as the case may be, Final Offering Memorandum will not contain include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a Subsequent Purchaser, not misleading, or if, in the discretion of the Company, it is necessary at any time to amend or supplement the Disclosure Package, the Registration Statement or the Prospectus, as then amended or supplemented, to comply with the Securities Act, the Exchange Act, or any rules and regulations thereunder, the Company shall promptly notify each Distribution Agent who then holds any Notes purchased as principal pursuant hereto to suspend the solicitation of offers to purchase Notes. In such event, such Distribution Agent shall not thereafter attempt to offer or place any Notes until the Company shall have prepared an Issuer Free Writing Prospectus or an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and, subject to Section 4(a) hereof, caused to be filed with the Commission such amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, that will have corrected such untrue statement or omission or effected such compliance and shall have furnished such Issuer Free Writing Prospectus or amended or supplemented Prospectus, as the case may be, to the Distribution Agents in such numbers as they may reasonably require.

Notice and Effect of Material Changes. If at any time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Distribution Agents or counsel to the Company, to amend the Disclosure Package or the Prospectus, as then amended or supplemented, in order that the Disclosure Package or the Prospectus, as the case may be, will not contain includes an untrue statement of a material fact or omit omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, if in the discretion of the Company, Company it is necessary at any time to amend or supplement the Disclosure Package, the Registration Statement or the Prospectus, as then amended or supplemented, to comply with the Securities Act, the Exchange Act, or any rules and regulations thereunderapplicable law, the Company shall will promptly notify each Distribution Agent who then holds any Notes purchased as principal pursuant hereto to suspend the solicitation of offers to purchase the Notes. In such event, such Distribution Agent shall not thereafter attempt to offer or place any of the Notes until the Company shall have prepared an Issuer Free Writing Prospectus or an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and, subject to Section 4(a) hereof, caused to be filed with the Commission such an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, that will have corrected such untrue statement or omission or effected such compliance and shall have furnished such Issuer Free Writing Prospectus or amended or supplemented Prospectus, as the case may be, Prospectus to the Distribution Agents in such numbers as they may reasonably require. Notwithstanding any other provision of this paragraph, for a period of 45 days after the Settlement Date of any purchase of Notes by an Agent as principal, if any event described above in this paragraph occurs, the Company will promptly prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus, as then amended or supplemented, and will furnish such amended or supplemented Prospectus to such Agent in such numbers as it may reasonably require.