Material Change. 12.1 The Issuer will promptly inform the Underwriters in writing during the period prior to the Closing Time of the full particulars of: (a) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer; (b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or (c) any other fact, event or circumstance, which would have been required to have been stated in the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Prospectus or any Supplemental Material or which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result in any of the Offering Documents not complying with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares. 12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the Issuer, acting reasonably, may be advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions. 12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
Appears in 2 contracts
Sources: Underwriting Agreement (Student Transportation Inc.), Underwriting Agreement (Student Transportation Inc.)
Material Change. 12.1 The Issuer will
(1) During the period from the date of this Agreement to the completion of the distribution of the Units, the Corporation covenants and agrees with the Underwriter that it shall promptly inform notify the Underwriters Underwriter in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation considered on a consolidated basis which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible. The Corporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerUnderwriter, acting reasonably, may be advisablewith all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Underwriters Underwriter with a copy of such Supplementary Material or other document and their counsel consulting with the Underwriter with respect to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters Underwriter any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Underwriter and its counsel to participate in the preparation and review of any Supplementary Material.
(3) During the period from the date of this Agreement to the Underwriters under Section 12.1 and completion of the distribution of the Units, the Corporation will consult with notify the Underwriters with respect Underwriter promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Units, the Over-Allotment Option or the Compensation Options for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the form and content knowledge of the Corporation, threatening of any Supplemental Material proposed proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation, or of the institution or, to be filed by the Issuerknowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Units or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 2 contracts
Sources: Underwriting Agreement, Underwriting Agreement
Material Change. 12.1 The Issuer will 9.1 During the Prospectus Delivery Period, BIP shall promptly inform notify the Underwriters in writing during the period prior to the Closing Time of the writing, with full particulars particulars, of:
(a) any change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise), business, affairs, operations capital or capital ownership of BIP on a consolidated basis (other than a change disclosed in the Issuer;Disclosure Package or the Prospectus); or
(b) any change in any matter referred covered by a statement contained or incorporated by reference in the Disclosure Package, the Prospectus or any Subsequent Disclosure Document or an amendment to in any Offering Document (other than any matter relating solely to any of the Underwriters)Disclosure Package or the Prospectus; or
(c) any other fact, event material fact that arises or circumstance, which has been discovered that would have been required to have been be stated in the Final Disclosure Package, the Prospectus or any Supplemental Material Subsequent Disclosure Document or any amendment to the Disclosure Package and the Prospectus had that fact or change arisen or been discovered on, on or prior to, to the date of any of the Final Prospectus or any Supplemental Material Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus, as the case may be, which change or fact is, or may be, of such a nature as to render any of the Offering Documents Disclosure Package, the Prospectus or any statement therein Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus misleading or untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result such documents not complying in any of the Offering Documents not complying material respect with any of the Securities Laws or which would result in any of such documents containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein not misleading or which change would reasonably be expected to have a significant effect on the market price or value of the Debentures Units. BIP shall in good faith discuss with the Underwriters any change in circumstances (actual or proposed within the knowledge of BIP) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this Section and, in any event, prior to making any filing referred to in Section 9.4.
9.2 BIP will advise the Representatives promptly, and confirm such advice in writing: (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amendment to the Prospectus has been filed; (iii) of any request by the SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the Underlying Sharesreceipt of any comments from the SEC relating to the Registration Statement or any other request by the SEC for any additional information; (iv) of the issuance by the SEC of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any 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 existing when the Prospectus, the Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by BIP of any notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by BIP of any notice with respect to any suspension of the qualification of the Units for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and BIP will use its commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Disclosure Package or the Prospectus or suspending any such qualification of the Units and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.
12.2 The Issuer 9.3 If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with Securities Laws, BIP will promptly notify the Underwriters thereof and forthwith prepare and, subject to Section 6.3, file with the SEC and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Disclosure Package to comply with Securities Laws, BIP will promptly notify the Underwriters thereof and forthwith prepare and, subject to Section 6.3 above, file with the SEC (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Disclosure Package as may be necessary so that the statements in the Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Disclosure Package is delivered to a purchaser, be misleading or so that the Disclosure Package will comply with Securities Laws.
9.4 BIP shall promptly comply with all applicable filing and other requirements requirements, if any, under the Securities Laws arising as a result of any change, fact, event or circumstance change referred to in Section 12.1 9.1 and the Issuer will shall prepare and the Issuer will file under all applicable Securities Laws, as promptly as possiblewith all possible dispatch, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus as may be required under applicable Securities Laws or which, in during the opinion Prospectus Delivery Period. BIP shall further promptly deliver to the Underwriters a copy for each of both the Underwriters and the IssuerUnderwriters’ counsel of opinions and comfort letters with respect to each such amendment to the Disclosure Package, acting reasonably, may be advisable; provided that the Issuer will allow the Underwriters Prospectus and their counsel any Subsequent Disclosure Document substantially similar to participate fully those referred to in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying JurisdictionsSection 6.1.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given 9.5 The delivery by BIP to the Underwriters under Section 12.1 of any Subsequent Disclosure Document or any amendment to the Disclosure Package or the Prospectus shall constitute a representation and will consult with warranty to the Underwriters by BIP, with respect to such Subsequent Disclosure Document or the form Disclosure Package or the Prospectus, as so amended by such amendment, and content by each Subsequent Disclosure Document and each amendment to the Disclosure Package and the Prospectus previously delivered to the Underwriters, to the same effect as set forth in Section 6.2. Such delivery shall also constitute the consent of BIP to the use of the Disclosure Package and the Prospectus, as amended or supplemented by any Supplemental Material proposed to be filed such document, by the IssuerUnderwriters in connection with the distribution of the Units in the United States.
Appears in 2 contracts
Sources: Underwriting Agreement (Brookfield Infrastructure Partners L.P.), Underwriting Agreement (Brookfield Infrastructure Partners L.P.)
Material Change. 12.1 (a) The Issuer Corporation will promptly inform the Underwriters Agents in writing during the period prior to the Closing Time completion of the distribution of the Debentures of the full particulars of:
(ai) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the IssuerMaterial Adverse Change;
(bii) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event material fact which has arisen or circumstance, which has been discovered that would have been required to have been stated in the Final Prospectus or any Supplemental Material an Offering Document had that fact or change arisen or been discovered on, on or prior to, to the date of such Offering Document; and
(iii) any change in any material fact contained in any of the Final Prospectus Offering Documents or whether any Supplemental Material event or which isstate of facts has occurred after the date of this Agreement, or may bewhich, of such a nature as to in any case, could render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in a misrepresentation in any of the Offering Documents containing a misrepresentation or which would result in any Documents.
(b) During the period prior to the completion of the Offering Documents not complying distribution of the Debentures, the Corporation will comply with any section 57 of the Securities Laws or which would reasonably be expected to have a significant effect on Act (Ontario) and with the market price or value comparable provisions of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any changeLaws, fact, event or circumstance referred to in Section 12.1 and the Issuer Corporation will prepare and file promptly at the Issuer will file under all applicable Securities Laws, as promptly as possible, and in request of the Agents any event within any time limit prescribed under applicable Securities Laws, any Supplemental Supplementary Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the Issuer, acting reasonablyAgents, may be necessary or advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 (c) In addition to the provisions of Sections 12.1 5(a) and 12.25(b), the Issuer Corporation will, in good faith, discuss with the Underwriters Lead Agents any fact, change, event or circumstance (actual, anticipated, fact contemplated or threatenedin Section 5(a) which is of such a nature that there is or could may be reasonable doubt as to whether notice should be given to the Underwriters Agents under Section 12.1 5(a) and will consult with the Underwriters Agents with respect to the form and content of any Supplemental Supplementary Material proposed to be filed by the IssuerCorporation, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval of such Supplementary Material by the Agents and their counsel (such approval not to be unreasonably withheld).
(d) During the period commencing on the date hereof and ending on the date the Agents notify the Corporation of the completion of the distribution of the Debentures, the Corporation will, and will cause each of the Corporate Entities to, promptly inform the Agents of the full particulars of: (i) any request of any Securities Commission for any amendment to the Prospectus or any Supplementary Material or for any additional information in connection with the Offering; and (ii) any notice or other correspondence received by any of them from any Governmental Body commencing or threatening any investigation into any of the Corporate Entities or their businesses.
Appears in 2 contracts
Sources: Agency Agreement (CI Financial Corp.), Agency Agreement (CI Financial Corp.)
Material Change. 12.1 The Issuer Corporation will promptly inform the Underwriters in writing during the period prior to the Closing Time completion of the distribution of the Offered Securities of the full particulars of:
(a) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;Corporation or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, which would have been required to have been stated in the Final Shelf Prospectus, the Prospectus Supplement or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Shelf Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or any Supplemental Material or which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result in any of the Offering Documents not complying with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying SharesOffered Securities.
12.2 The Issuer Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer Corporation will prepare and the Issuer Corporation will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the IssuerCorporation, acting reasonably, may be advisable; provided that the Issuer will Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will shall have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer Corporation will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Securities for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer Corporation will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the IssuerCorporation.
Appears in 1 contract
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Units, the Corporation covenants and agrees with the Agents that it shall promptly inform notify the Underwriters Agents in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation and its subsidiaries considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Canadian Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying SharesLaws.
12.2 (2) The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possibleCorporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerAgents, acting reasonably, may be advisablewith all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Underwriters Agents with a copy of such Supplementary Material or other document and their counsel consulting with the Agents with respect to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters Agents any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(3) If during the period of distribution of the Offered Units there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Securities Commissions where such filing is required, provided that the Corporation shall have allowed the Agents and its counsel to participate in the preparation and review of any Supplementary Material.
(4) During the period from the date of this Agreement to the Underwriters under Section 12.1 and completion of the distribution of the Offered Units, the Corporation will consult with notify the Underwriters with respect Agents promptly:
(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;
(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Units or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the form and content knowledge of the Corporation, threatening of any Supplemental Material proposed proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Units or the trading in any securities of the Corporation, or of the institution or, to be filed by the Issuerknowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Securities or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Agency Agreement
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible. The Corporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerUnderwriters, acting reasonably, may be advisablewith all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which consulting with the Underwriters may reasonably require in order with respect to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to under this Section 5.
(2) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriters under Section 12.1 and will consult their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters with respect that it shall, to the form satisfaction of the Underwriters, acting reasonably, promptly prepare and content file such Supplementary Material with the appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation will notify the Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any Supplemental Material proposed request by any Securities Commission to be filed amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over-Allotment Option for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the Issuereffect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change. 12.1 The Issuer Corporation will promptly inform the Underwriters in writing during the period prior to the Closing Time completion of the distribution of the Offered Securities of the full particulars of:
(a) any change (actual, anticipated, contemplated or or, to the knowledge of the Corporation, threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;Corporation or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, which would have been required to have been stated in the Final Shelf Prospectus, the Prospectus Supplement or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Shelf Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or any Supplemental Material or Material, which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result in any of the Offering Documents not complying with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying SharesOffered Securities.
12.2 The Issuer Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer Corporation will prepare and the Issuer Corporation will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the IssuerCorporation, acting reasonably, may be advisable; provided that the Issuer will Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will shall have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer Corporation will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Securities for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer Corporation will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the IssuerCorporation.
Appears in 1 contract
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible. The Corporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerCo-Lead Underwriters, acting reasonably, may be advisablewith all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Co-Lead Underwriters with a copy of such Supplementary Material or other document and their counsel consulting with the Co-Lead Underwriters with respect to participate fully in the preparation of any Supplemental Material form and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material content thereof, and the Co-Lead Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided shall provide their input on same in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, . The Corporation shall in good faith, faith discuss with the Co-Lead Underwriters any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Co-Lead Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Co- Lead Underwriters, the Corporation covenants and agrees with the Co-Lead Underwriters that it shall, to the Underwriters under Section 12.1 satisfaction of the Co-Lead Underwriters, acting reasonably, promptly prepare and will consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the form and content completion of the distribution of the Offered Shares, the Corporation will notify the Co-Lead Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any Supplemental Material proposed request by any Securities Commission to be filed amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over-Allotment Option for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the Issuereffect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Merus Labs International Inc.)
Material Change. 12.1 The Issuer will (a) During the period from the date hereof until the Underwriters notify the Fund of the completion of the distribution of the Purchased Units hereunder, the Fund, H▇▇▇▇ and Sun Gro U.S. shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing during the period prior to the Closing Time writing) of the full particulars of:
(ai) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;Fund, Sun Gro U.S. or any of the Fund Subsidiaries; or
(bii) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(ciii) any other fact, event or circumstance, which would have been required to have been stated in the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Prospectus or any Supplemental Material or ; which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result in any of the Offering Documents not complying with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures Purchased Units or the Underlying Sharesvalue of any of the Fund Subsidiaries or Sun Gro Canada.
12.2 (b) The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the Issuer, acting reasonably, may be advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, Fund shall in good faith, faith discuss with the Underwriters Lead Underwriter any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will Subsection 8(a) hereof and, in any event shall consult with the Underwriters with respect to the form and content of any Supplemental Material amendment or document proposed to be filed by the IssuerFund under Subsection 8(c), below, prior to any such filing being made.
(c) The Fund shall promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 8(a) and shall prepare and file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplementary Material as may be required under applicable Securities Laws; provided that the Fund shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplementary Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly the certificate required to be executed by them in any Supplementary Material and the Underwriters shall have approved the form of any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner.
(d) The delivery to the Underwriters of Supplementary Material shall constitute a representation and warranty to the Underwriters by the Fund and H▇▇▇▇ with respect to the Prospectus as amended, modified or superseded by such Supplementary Material and by any Supplementary Material previously delivered to the Underwriters as aforesaid, to the same effect as set forth in Subsection 7(c). Such delivery shall also constitute the consent of the Fund to the use of the Prospectus, as amended, modified or superseded by the Supplementary Material, by the Underwriters in connection with the distribution of the Purchased Units hereunder.
(e) During the period commencing on the date hereof and ending on the completion of the distribution of Purchased Units hereunder, the Fund will promptly inform the Underwriters of the full particulars of:
(i) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Prospectus or any Supplementary Material or for any additional information; or
(ii) the issuance by any Securities Commission, the TSE or any other competent authority of any order to cease or suspend trading of any securities of the Fund or of the institution or threat of institution of any proceedings for that purpose.
Appears in 1 contract
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible. The Corporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerCo-Lead Underwriters, acting reasonably, may be advisablewith all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Co-Lead Underwriters with a copy of such Supplementary Material or other document and their counsel consulting with the Co-Lead Underwriters with respect to participate fully in the preparation of any Supplemental Material form and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material content thereof, and the Co-Lead Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided shall provide their input on same in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, . The Corporation shall in good faith, faith discuss with the Co-Lead Underwriters any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Co-Lead Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Co-Lead Underwriters, the Corporation covenants and agrees with the Co-Lead Underwriters that it shall, to the Underwriters under Section 12.1 satisfaction of the Co-Lead Underwriters, acting reasonably, promptly prepare and will consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the form and content completion of the distribution of the Offered Shares, the Corporation will notify the Co-Lead Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any Supplemental Material proposed request by any Securities Commission to be filed amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over-Allotment Option for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the Issuereffect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Merus Labs International Inc.)
Material Change. 12.1 6.1 The Issuer Fund and the Company will promptly inform the Underwriters in writing during the period prior to the Closing Time completion of the distribution of the Purchased Units of the full particulars of:
6.1.1 any Material Adverse Change (a) any change (whether actual, anticipated, contemplated contemplated, proposed or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;
(b) 6.1.2 any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event material fact which has arisen or circumstance, which has been discovered and would have been required to have been stated in the Final Prospectus or any Supplemental Supplementary Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Prospectus or any Supplemental Supplementary Material; or
6.1.3 any change in any material fact contained in any of the Prospectus or any Supplementary Material or which iswhether any event or state of facts has occurred after the date of this agreement, or may bewhich, in any case, is of such a nature as to render any of the Offering Documents Prospectus or any statement therein Supplementary Material untrue or misleading in any material respect or which would to result in any Misrepresentation in any of the Offering Documents containing a misrepresentation Prospectus or which would result in any Supplementary Material.
6.2 During the period from the date hereof until the completion of the Offering Documents not complying distribution under the Prospectus, the Fund will comply with any Section 57 of the Securities Laws or which would reasonably be expected to have a significant effect on Act (Ontario) and with the market price or value comparable provisions of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of and any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable U.S. Securities Laws, as promptly as possibleand the Fund and the Company will prepare, with the input of the Underwriters, and in the Fund will file promptly at the request of the Underwriters any event within any time limit prescribed under applicable Securities Laws, any Supplemental Supplementary Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the IssuerUnderwriters, acting reasonably, may be necessary or advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary necessary, to continue to qualify the Debentures Purchased Units for distribution in each of the Qualifying Jurisdictions.
12.3 6.3 In addition to the provisions of Sections 12.1 6.1 and 12.26.2, the Issuer Fund and the Company will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, fact contemplated or threatened) in Sections 6.1 and 6.2 which is of such a nature that there is or could may be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 6.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Supplementary Material proposed to be filed by the IssuerFund, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission prior to the review and approval by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Sources: Underwriting Agreement (Alaska Communications Systems Group Inc)
Material Change. 12.1 The Issuer will promptly inform the Underwriters in writing during the period prior to the Closing Time and at any time when a prospectus relating to the Offered Shares is required to be delivered under the U.S. Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the U.S. Securities Act) of the full particulars of:
(a) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, of which would have been required to have been stated in the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Prospectus or any Supplemental Material or which is, it is aware and which
(i) is or may be, of such a nature as to render any of the Offering Documents Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus or any statement therein Supplemental Material untrue or misleading in any material respect or which would result in any of the Offering Documents such documents containing a misrepresentation or which would result in any of the Offering Documents such documents not complying with any of the Canadian Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures Shares, or
(ii) results in it being necessary to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the Underlying SharesU.S. Final Prospectus in order that such document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or makes it necessary to amend or supplement the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus to comply with the requirements of the U.S. Securities Laws.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the Issuer, acting reasonably, may be advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Shares for distribution in each of the Qualifying JurisdictionsJurisdictions and the United States.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
12.4 During the period commencing on the date hereof and ending on the completion of the distribution of the Offered Shares, the Issuer will promptly inform the Underwriters of the full particulars of:
(a) any request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any part of the Public Disclosure Documents or for any additional information;
(b) the issuance by any Securities Commission, the SEC, the TSX, the NASDAQ, or by any other competent authority of any order to cease or suspend trading of any securities of the Issuer or of the institution or threat of institution of any proceedings for that purpose; or;
(c) the receipt by the Issuer of any communication from any Securities Commission, the SEC, the TSX, the NASDAQ, or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, or any other part of the Public Disclosure Documents or the distribution of the Offered Shares.
Appears in 1 contract
Sources: Underwriting Agreement (Student Transportation Inc.)
Material Change. 12.1 The Issuer will promptly inform the Underwriters in writing during the period prior to the Closing Time and at any time when a prospectus relating to the Offered Shares is required to be delivered under the U.S. Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the U.S. Securities Act) of the full particulars of:
(a) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, of which would have been required to have been stated in the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Prospectus or any Supplemental Material or which is, it is aware and which,
(i) is or may be, of such a nature as to render any of the Offering Documents Canadian Preliminary Prospectus, the Canadian Amended Preliminary Prospectus, the Canadian Final Prospectus or any statement therein Supplemental Material misleading or untrue or misleading in any material respect or which would result in any of the Offering Documents such documents containing a misrepresentation or which would result in any of the Offering Documents such documents not complying with any of the Canadian Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures Shares, or
(ii) results in it being necessary to amend the Registration Statement or to amend or supplement the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the Underlying SharesU.S. Final Prospectus in order that such document will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the case of the Registration Statement, not misleading, and in the case of the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or U.S. Final Prospectus, in light of the circumstances under which such statements are made, not misleading, or makes it necessary to amend or supplement the Registration Statement, the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus or the U.S. Final Prospectus to comply with the requirements of the U.S. Securities Laws.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the Issuer, acting reasonably, may be advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Shares for distribution in each of the Qualifying JurisdictionsJurisdictions and the United States.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
12.4 During the period commencing on the date hereof and ending on the completion of the distribution of the Offered Shares, the Issuer will promptly inform the Underwriters of the full particulars of:
(a) any request of any Securities Commission or the SEC for any amendment to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses or any Subsequent Disclosure Document or any part of the Public Disclosure Documents or for any additional information;
(b) the issuance by any Securities Commission, the SEC, the TSX, the NASDAQ or by any other competent authority of any order to cease or suspend trading of any securities of the Issuer or of the institution or threat of institution of any proceedings for that purpose; or;
(c) the receipt by the Issuer of any communication from any Securities Commission, the SEC, the TSX, the NASDAQ or any other competent authority relating to the Canadian Prospectuses, the Registration Statement, the U.S. Prospectuses, any Subsequent Disclosure Document or any other part of the Public Disclosure Documents or the distribution of the Offered Shares.
Appears in 1 contract
Sources: Underwriting Agreement (Student Transportation Inc.)
Material Change. 12.1 The Issuer Corporation will promptly inform the Underwriters in writing during the period prior to the Closing Time completion of the distribution of the Offered Securities of the full particulars of:
(a) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;Corporation or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Preliminary Prospectus, the Final Prospectus or any Supplemental Material or which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result in any of the Offering Documents not complying with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying SharesOffered Securities.
12.2 The Issuer Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer Corporation will prepare and the Issuer Corporation will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the IssuerCorporation, acting reasonably, may be advisable; provided that the Issuer will Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will shall have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer Corporation will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Securities for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer Corporation will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the IssuerCorporation.
Appears in 1 contract
Material Change. 12.1 (a) The Issuer will Corporation shall promptly inform the Underwriters (and if requested by the Underwriters, confirm such notification in writing writing) during the period prior to the Closing Time Underwriters notifying the Corporation of the completion of the distribution of the Offered Shares in accordance with Section 4(a) hereof of the full particulars of:
(ai) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;Corporation and the Subsidiaries taken together as a whole; or
(bii) any change in any matter referred to material fact contained in the Preliminary Prospectuses, the Amended Preliminary Prospectuses, the Prospectuses, the Registration Statement or any Supplementary Material (collectively, the "Offering Documents") or whether any event or state of facts has occurred after the date hereof, which, in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other factcase, event or circumstance, which would have been required to have been stated in the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Prospectus or any Supplemental Material or which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would to result in any misrepresentation in any of the Offering Documents containing a misrepresentation Documents, or which would result in the Prospectuses, the Registration Statement or any of the Offering Documents Supplementary Material not complying (to the extent that such compliance is required) with Applicable the Securities Laws of any Qualifying Province or the United States.
(b) The Corporation will comply with Section 57 of the Securities Laws or which would reasonably be expected to have a significant effect on Act (Ontario) and with the market price or value comparable provisions of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any changeLaws, fact, event or circumstance referred to in Section 12.1 and the Issuer Corporation will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Supplementary Material as which may be required under applicable Securities Laws or which, in the opinion of both the Underwriters necessary and the Issuer, acting reasonably, may be advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Shares for distribution in each of the Qualifying JurisdictionsProvinces.
12.3 (c) In addition to the provisions of Sections 12.1 Subsections 6(a) and 12.26(b) hereof, the Issuer will, Corporation shall in good faith, faith discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, fact contemplated or threatenedin Subsections 6(a) and 6(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 Subsection 6(a) hereof and will shall consult with the Underwriters with respect to the form and content of any Supplemental Material amendment proposed to be filed by the IssuerCorporation, it being understood and agreed that no such amendment shall be filed with any Securities Commission prior to the review thereof by the Underwriters and their counsel, acting reasonably.
Appears in 1 contract
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Underwriter that it shall promptly inform notify the Underwriters Underwriter in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible. The Corporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerUnderwriter, acting reasonably, may be advisablewith all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Underwriters Underwriter with a copy of such Supplementary Material or other document and their counsel consulting with the Underwriter with respect to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters Underwriter any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(1) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriter and its legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriter, the Corporation covenants and agrees with the Underwriter that it shall, to the Underwriters under Section 12.1 satisfaction of the Underwriter, acting reasonably, promptly prepare and will consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required.
(2) During the period from the date of this Agreement to the form and content completion of the distribution of the Offered Shares, the Corporation will notify the Underwriter promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any Supplemental Material proposed request by any Securities Commission to be filed amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the Issuereffect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use commercially reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Prophecy Development Corp.)
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Securities, the Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters in writing during the period prior to the Closing Time of the full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event material fact which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Applicable Securities Laws in the Offering Jurisdictions. The Corporation shall discuss in good faith with the Underwriters any change in circumstances (actual, proposed or prospective) which would reasonably is or may be expected of such a nature that there is reasonable doubt as to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 whether notice need be given pursuant to this Section 6. The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possibleCorporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the Issuer, acting reasonably, may be advisablewith all applicable filings and other requirements under the Applicable Securities Laws in the Offering Jurisdictions as a result of such fact or change; provided that the Issuer will Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material Canadian Prospectus Amendment, U.S. Registration Statement Amendment or Subsequent Disclosure Document and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to responsibly execute responsibly any the certificate required to be executed by them in any Supplemental Material at the end of such document and the Underwriters will shall have approved the form of any Supplemental MaterialCanadian Prospectus Amendment, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying JurisdictionsU.S. Registration Statement Amendment or Subsequent Disclosure Document.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
Appears in 1 contract
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible. The Corporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerUnderwriters, acting reasonably, may be advisablewith all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which consulting with the Underwriters may reasonably require in order with respect to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, content thereof. The Corporation shall in good faith, faith discuss with the Underwriters any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given to under this Section 5.
(2) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriters under Section 12.1 and will consult their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Corporation covenants and agrees with the Underwriters with respect that it shall, to the form satisfaction of the Underwriters, acting reasonably, promptly prepare and content file such Supplementary Material with the appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation will notify the Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any Supplemental Material proposed request by any Securities Commission to be filed amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over -Allotment Option for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the Issuereffect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Material Change. 12.1 The Issuer will promptly inform the Underwriters in writing during the period prior to the Closing Time of the full particulars of:
(a) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, which would have been required to have been stated in the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Final Prospectus or any Supplemental Material or which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result in any of the Offering Documents not complying with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the Issuer, acting reasonably, may be advisable; provided that the Issuer will allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the Issuer.
12.4 During the period commencing on the date hereof and ending on the completion of the distribution of the Debentures, the Issuer will promptly inform the Underwriters of the full particulars of:
(a) any request of any Securities Commission for any amendment to the Preliminary Prospectus, the Final Prospectus or any other Offering Document or any part of the Public Disclosure Documents or for any additional information;
(b) the issuance by any Securities Commission, the TSX, NASDAQ, or by any other competent authority of any order to cease or suspend trading of any securities of the Issuer or of the institution or threat of institution of any proceedings for that purpose; or;
(c) the receipt by the Issuer of any communication from any Securities Commission, the TSX, NASDAQ, or any other competent authority relating to the Preliminary Prospectus, the Final Prospectus or any other part of the Public Disclosure Documents or the distribution of the Debentures.
Appears in 1 contract
Sources: Underwriting Agreement (Student Transportation Inc.)
Material Change. 12.1 The Issuer Corporation will promptly inform the Underwriters in writing during the period prior to the Closing Time completion of the distribution of the Offered Securities of the full particulars of:
(a) any change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital of the Issuer;Corporation or any of the Project Holding Group Entities or Project Operating Entities; or
(b) any change in any matter referred to in any Offering Document (other than any matter relating solely to any of the Underwriters); or
(c) any other fact, event or circumstance, which would have been required to have been stated in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus or any Supplemental Material had that fact or change arisen or been discovered on, or prior to, the date of any of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus or any Supplemental Material or which is, or may be, of such a nature as to render any of the Offering Documents or any statement therein untrue or misleading in any material respect or which would result in any of the Offering Documents containing a misrepresentation or which would result in any of the Offering Documents not complying with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying SharesOffered Securities.
12.2 The Issuer Corporation will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer Corporation will prepare and the Issuer Corporation will file under all applicable Securities Laws, as promptly as possible, and in any event within any time limit prescribed under applicable Securities Laws, any Supplemental Material as may be required under applicable Securities Laws or which, in the opinion of both the Underwriters and the IssuerCorporation, acting reasonably, may be advisable; provided that the Issuer will Corporation shall allow the Underwriters and their counsel to participate fully in the preparation of any Supplemental Material and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill fulfil their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material and the Underwriters will shall have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided in a timely manner, and the Issuer Corporation will otherwise comply with all legal requirements necessary to continue to qualify the Debentures Offered Securities for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer Corporation will, in good faith, discuss with the Underwriters any fact, change, event or circumstance (actual, anticipated, contemplated or threatened) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriters under Section 12.1 and will consult with the Underwriters with respect to the form and content of any Supplemental Material proposed to be filed by the IssuerCorporation.
Appears in 1 contract
Material Change. 12.1 The Issuer will (1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Underwriters that it shall promptly inform notify the Underwriters in writing during the period prior to the Closing Time of the with full particulars of:
(a) any material change (actual, anticipated, contemplated or threatened) in the assets, liabilities (contingent or otherwise), business, affairs, operations or capital respect of the IssuerCorporation considered on a consolidated basis;
(b) any change material fact in any matter referred to in any Offering Document (other than any matter relating solely to any respect of the Underwriters); or
(c) any other fact, event Corporation which has arisen or circumstance, which has been discovered and would have been required to have been stated in any of the Final Prospectus or any Supplemental Material Offering Documents had that the fact or change arisen or been discovered on, or prior to, the date of such document; and
(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the Final Prospectus disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or any Supplemental Material or which change is, or may be, of such a nature as to render any of the statement in such Offering Documents Document misleading or any statement therein untrue or misleading in any material respect or which would result in any of a misrepresentation in the Offering Documents containing a misrepresentation Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with any of the Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Debentures or the Underlying Shares.
12.2 The Issuer will promptly comply with all applicable filing and other requirements under the Securities Laws arising as a result of any change, fact, event or circumstance referred to in Section 12.1 and the Issuer will prepare and the Issuer will file under all applicable Securities Laws, as promptly as possible. The Corporation shall promptly, and in any event within any applicable time limit prescribed under applicable Securities Lawslimitation, any Supplemental Material as may be required under applicable Securities Laws or whichcomply, in to the opinion satisfaction of both the Underwriters and the IssuerCo-Lead Underwriters, acting reasonably, may be advisablewith all applicable filings and other requirements under Canadian Securities Laws as a result of such fact or change; provided that the Issuer will allow Corporation shall not file any Supplementary Material or other document without first providing the Co-Lead Underwriters with a copy of such Supplementary Material or other document and their counsel consulting with the Co-Lead Underwriters with respect to participate fully in the preparation of any Supplemental Material form and to conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters to execute responsibly any certificate required to be executed by them in any Supplemental Material content thereof, and the Co-Lead Underwriters will have approved the form of any Supplemental Material, such approval not to be unreasonably withheld and to be provided shall provide their input on same in a timely manner, and the Issuer will otherwise comply with all legal requirements necessary to continue to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
12.3 In addition to the provisions of Sections 12.1 and 12.2, the Issuer will, . The Corporation shall in good faith, faith discuss with the Co-Lead Underwriters any fact, change, event fact or circumstance change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether written notice should need be given under this Section 5.
(2) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Co-Lead Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Co-Lead Underwriters, the Corporation covenants and agrees with the Co-Lead Underwriters that it shall, to the Underwriters under Section 12.1 satisfaction of the Co-Lead Underwriters, acting reasonably, promptly prepare and will consult file such Supplementary Material with the Underwriters with respect appropriate Securities Commissions where such filing is required.
(3) During the period from the date of this Agreement to the form and content completion of the distribution of the Offered Shares, the Corporation will notify the Co-Lead Underwriters promptly:
(a) when any supplement to the Offering Documents or any Supplementary Material shall have been filed;
(b) of any Supplemental Material proposed request by any Securities Commission to be filed amend or supplement the Prospectus or for additional information;
(c) of the suspension of the qualification of the Offered Shares or the Over- Allotment Option for offering, sale or grant in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and
(d) of the issuance by any Securities Commission or any stock exchange of any order having the Issuereffect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.
Appears in 1 contract
Sources: Underwriting Agreement (Merus Labs International Inc.)