Common use of Material Change During Distribution Clause in Contracts

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.