Notice of Material Change. If, at any time on or after an Applicable Time but prior to the related Settlement Date or Time of Delivery, any event occurs as a result of which the Prospectus, as supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request.
Notice of Material Change. (a) From the date hereof until the termination of this Agreement, each Party shall promptly notify the other Party in writing of:
(i) any material change (actual, anticipated, contemplated or, to the knowledge of such Party or any of its Subsidiaries, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party and its Subsidiaries, taken as whole;
(ii) any change in the facts relating to any representation or warranty set out in sections 3.1 or 3.2 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
(iii) any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
(b) Each of the Parties shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or, to its knowledge of its or any of its Subsidiaries, threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other pursuant to this section.
Notice of Material Change. 6.1 During the period of distribution to the public of the Purchased Securities, which shall be the period from the date hereof to the date upon which the Corporation has received the notice of termination contemplated in Section 11.1 or the notice that distribution has ceased contemplated in Section 5.1(f) hereof, whichever is earlier, the Corporation shall promptly notify the Underwriters in writing of:
(a) any material fact that has arisen or has been discovered which would have been required to have been stated in the Prospectus or any Supplementary Material, as the case may be, had the fact arisen or been discovered on, or prior to, the date of such document; and
(b) any change in a material fact in the Prospectus or any Supplementary Material, as the case may be, or the existence of any new material fact, which change or new material fact is, or may be of such a nature as:
(i) to render the Prospectus or the Supplementary Material misleading or untrue;
(ii) would result in the Prospectus or the Supplementary Material not complying with Applicable Securities Laws;
(iii) would reasonably be expected to have a significant adverse effect on the market price or value of the Purchased Securities or the Common Shares or which would restrict or prevent the trading of the Purchased Securities or the Common Shares; or
(iv) would be material to a prospective purchaser of the Purchased Securities.
(c) In any such case described in Section 6.1(a), the Corporation shall promptly and, in any event within applicable time limitations set out in Applicable Securities Laws, comply with all legal requirements necessary to comply with Applicable Securities Laws in order to allow for the continued distribution of the Purchased Securities in the Qualifying Jurisdictions as contemplated hereunder.
(d) The Corporation shall in good faith discuss with the Underwriters any change in a fact or circumstances (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice needs to be given to the Underwriters pursuant to this Section 6.1.
Notice of Material Change. The Guarantor will promptly notify the Bank of any materially adverse change in its financial condition, business or operations.
Notice of Material Change. 3.1 If prior to the completion of the distribution to the public of the Units, there shall occur:
3.1.1 any change in the Securities Laws of any Qualifying Jurisdiction which requires the filing of any Prospectus Amendment or Supplemental Material; or
3.1.2 any material change (as defined in section 3.6 hereof) or any change in a material fact (as defined in section 3.7 hereof) (in either case whether actual, anticipated, contemplated or threatened and other than a fact relating solely to the Agent); the Corporation will promptly notify the Agent in writing, with full particulars of such actual, anticipated, contemplated or threatened change, and the Corporation shall, to the reasonable satisfaction of the Agent, file promptly and, in any event, within all applicable time limitation periods with the Securities Authorities, a new Prospectus, a Prospectus Amendment or other Supplemental Material as may be required under all Securities Laws and shall comply with all other applicable filing and all other requirements under the Securities Laws, the rules of the relevant stock exchanges and all other applicable laws, if any, including, without limitation, any requirements necessary to continue to qualify the Units for distribution to the public. The Corporation shall deliver to the Agent as soon as practicable thereafter the Agent’s reasonable requirements of commercial copies of any such new Prospectus, Prospectus Amendment or Supplemental Material.
3.2 The Corporation will not file any such new Prospectus, Prospectus Amendment or other Supplemental Material without first obtaining the consent of the Agent with respect to the form and content thereof, which approval shall not be unreasonably withheld. The Corporation’s request for such approval shall be considered and replied to by the Agent in sufficient time to enable the Corporation to comply with any time periods required by the Securities Laws.
3.3 Until completion of the distribution of the Units to the public, the Corporation will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact.
3.4 The Corporation will allow the Agent to participate in the preparation of any document required to be prepared and filed in connection with the Corporation’s obligations under this section 3. If any such document is required to be signed by ...
Notice of Material Change. (1) From the date hereof until the earlier of the Effective Time or the termination of this Agreement, each Party shall promptly notify the each of the other Parties in writing of:
(a) any material change (actual, anticipated, contemplated or, to the best of the knowledge of such Party threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party taken as whole;
(b) any change in the facts relating to any representation or warranty set out in Sections 4.1, 4.2, 4.3, 4.4., 4.5 or 4.6 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
(c) any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
(2) Each of the Parties shall in good faith discuss with the Approval Parties any change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need be given to the other pursuant to this Section.
Notice of Material Change. From the date hereof until the date that this Agreement is terminated, Caza shall promptly notify the Offeror in writing of:
(a) any material change (actual, anticipated, contemplated or, to the knowledge of Caza, threatened, financial or otherwise) in the business, affairs, financial condition, prospects, operations, assets, liabilities (contingent or otherwise) or capital of Caza (on a consolidated basis);
(b) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any respect at any time from date hereof to the Effective Time; and
(c) any failure of a Locked-up Shareholder, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or under any Lock-up Agreement. Caza shall, in good faith, discuss with the Offeror any change in circumstances (actual, anticipated, contemplated or, to the knowledge of Caza, threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice is required to be given to the Offeror pursuant to this Section 8.1.
Notice of Material Change. The Borrower will give the Lender prompt written notice of any material change in the business or condition of the Borrower, financial or otherwise, or of any material loss, destruction or damage of or to any properties or assets of the Borrower; (e)
Notice of Material Change. Buyer shall give prompt notice in writing to Seller of the occurrence or non-occurrence of any event which would likely cause any representation or warranty made by Buyer herein to be untrue or inaccurate or any covenant, condition or agreement contained herein, not to be complied with or satisfied (provided however, that any such disclosure shall not in any way be deemed to amend, modify or in any affect the representations, warranties and covenants made by any part in or pursuant to this Agreement).
Notice of Material Change. Prior to the date that the Registration Statement is declared effective by the SEC, the Company shall not implement or effect, or cause to be implemented or effected, any Material Change (as defined below) to any term of the Public Units, Class A Shares or Warrants set forth in the Charter or Warrant Agreement, as applicable, unless the Company has received the consent (in accordance with the procedure set forth in the next and second-to-next sentence of this Section 7(k)) of Forward Contract Parties that have committed to purchase more than 50% of the Total Forward Purchase Shares. For purposes of this Section 7(k), following written notice from the Company to the Forward Contract Parties stating the Company’s intention to implement or effect a Material Change as described in the foregoing sentence, the Forward Contract Parties shall have four (4) Business Days (the “Consent Period”) to deliver a written notice to the Company providing consent to the Company in the manner described in the foregoing sentence or objecting to the Material Change. If the Company does not receive any such written notice from the Forward Contract Parties during the Consent Period, the Forward Contract Parties shall be deemed to have consented to the Material Change.
