Material Change During Distribution Sample Clauses

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Postmedia will promptly notify the Standby Purchaser in writing of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia and its subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, including all documents incorporated by reference, which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue or which would result in a Misrepresentation in the Prospectus or which would result in the Prospectus not complying with Securities Laws. Postmedia will promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of the Standby Purchaser, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. However, Postmedia will not file any Prospectus Amendment, amendment to the Form F-7 registration statement or other document without first obtaining approval from the Standby Purchaser, after consultation with the Standby Purchaser with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. Postmedia will in good faith discuss with the Standby Purchaser any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.

Material Change During Distribution. (a) During the period from the date of the Agreement to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of PolyMet and its Subsidiaries taken as a whole. (b) During the period from the date hereof to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of: (i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus or Registration Statement if filed on such date; and (ii) any change in any material fact contained in the Prospectus or Registration Statement, including (without limitation) all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Prospectus or Registration Statement or that would result in the Prospectus or Registration Statement not complying with applicable Securities Laws. (c) PolyMet will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of Glencore, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change.

Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, CDB will promptly notify the Standby Purchaser in writing of any Material Change with respect to CDB. (b) During the period from the date hereof to the Closing Date, CDB will promptly notify the Standby Purchaser in writing of: (i) any material fact that has arisen or been discovered; and (ii) any change in any material fact contained in the Offering Circular or Offering Notice which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Offering Circular and Offering Notice or that would result in the Offering Circular or Offering Notice not complying with applicable Securities Laws. (c) CDB will promptly, and in any event within any applicable time limitation, comply with all applicable filings and other requirements under Securities Laws as a result of such fact or change. CDB will in good faith discuss with the Standby Purchaser any fact or change in circumstances that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.

Material Change During Distribution. Catalyst shall notify TAVIX in writing if any of the circumstances described or contemplated in subsections 4.1(a) through 4.1(c) of the Standby Purchase Agreement shall occur or arise during the period from the date of this Agreement to the earlier of the completion of the distribution by the Standby Purchasers of the Standby Subscription Receipts and the underlying Common Shares (as notified by the Standby Purchasers pursuant to Section 4.4 of the Standby Purchase Agreement) and ninety (90) days after the Closing Date (the “Qualification Period”). Catalyst shall promptly, and in any event within any applicable time limitation, comply, to the reasonable satisfaction of TAVIX, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change. However, Catalyst shall not file any Prospectus Amendment or other document without first obtaining approval from TAVIX, after consultation with TAVIX with respect to the form and content thereof, which approval by TAVIX will not be unreasonably withheld or delayed; provided, however, that in the event that the Standby Purchasers agree to any such Prospectus Amendment or other document, TAVIX shall withhold its consent only if such changed circumstances pose a material risk to TAVIX different from the consequences to the Standby Purchasers of such change. Catalyst shall in good faith discuss with TAVIX any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Ceres shall promptly notify the Standby Purchasers in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Ceres or any Material Adverse Change.

Material Change During Distribution. During the period of distribution of the Shares under the Prospectus, the Corporation shall promptly notify the Canadian Underwriters in writing of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiary taken as a whole; (b) any material fact which has arisen or has been discovered and would have been required to have been stated in the Canadian Final Prospectus or the U.S. Final Prospectus had the fact arisen or been discovered on, or prior to, the Final Prospectus Date; and (c) any change in any material fact contained in the Canadian Final Prospectus or any Prospectus Amendment which change is, or may be, of such a nature as to render any statement in the Canadian Final Prospectus or the U.S. Final Prospectus or any Prospectus Amendment misleading or untrue or which would result in a misrepresentation in the Canadian Final Prospectus or the U.S. Final Prospectus or any Prospectus Amendment or which would result in the Canadian Final Prospectus or the U.S. Final Prospectus or any Prospectus Amendment not complying (to the extent that such compliance is required) with Canadian Securities Laws or U.S. Securities Laws, as applicable. The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Canadian Underwriters, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws and U.S. Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Prospectus Amendment or other document without first obtaining the approval of the Canadian Representative on behalf of the Canadian Underwriters, which approval will not be unreasonably withheld. The Corporation shall in good faith discuss with the Canadian Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Article 11; and

Material Change During Distribution. During the period from the date of this Agreement to the Closing Date, Maudore shall promptly notify the Standby Purchasers in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Maudore.

Material Change During Distribution. (a) During the period from the date of the Agreement to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of PolyMet and its Subsidiaries taken as a whole. (b) During the period from the date hereof to the Rights Offering Closing Date, PolyMet will promptly (and in any event within one Business Day) notify Glencore in writing of: (i) any material fact that has arisen or been discovered and that would be required under Securities Laws to be disclosed in the Rights Offering Notice, Rights Offering Circular or Registration Statement if filed on such date; and (ii) any change in any material fact contained in the Rights Offering Notice, Rights Offering Circular or Registration Statement, including (without limitation) all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Rights Offering Notice, Rights Offering Circular or Registration Statement or that would result in the Rights Offering Notice, Rights Offering Circular or Registration Statement not complying with applicable Securities Laws. (c) PolyMet will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of Glencore, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such fact or change.

Material Change During Distribution. (a) During the period from the date of this Agreement to the Closing Date, Shoal Point will promptly notify the Standby Purchasers in writing of any material change with respect to Shoal Point (actual, anticipated, contemplated or threatened, financial or otherwise). (b) During the period from the date hereof to the Closing Date, Shoal Point will promptly notify the Standby Purchasers in writing of: (i) any material fact that has arisen or been discovered; and (ii) any change in any material fact contained in the Offering Circular or Offering Notice which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Offering Circular and Offering Notice or that would result in the Offering Circular or Offering Notice not complying with applicable Securities Laws. (c) Shoal Point will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Standby Purchasers, acting reasonably, with all applicable filings and other requirements under Securities Laws as a result of such fact or change. Shoal Point will in good faith discuss with the Standby Purchasers any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 4.1.