Material Changes During Distribution Clause Samples
The 'Material Changes During Distribution' clause defines the obligations and procedures that must be followed if significant alterations occur to a product or its related information while it is being distributed. Typically, this clause requires the party responsible for distribution to promptly notify relevant stakeholders—such as buyers, regulators, or partners—of any substantial modifications, such as changes in product composition, labeling, or safety information. Its core function is to ensure transparency and compliance, minimizing legal and commercial risks by keeping all parties informed of important updates that could affect the product’s suitability, safety, or regulatory status.
Material Changes During Distribution. During the period from the date hereof to the completion of distribution of the Underlying Securities, the Company and, if known to the Selling Shareholders, the Selling Shareholders shall promptly notify the Underwriter (and, if requested by the Underwriter, confirm such notification in writing) of:
(i) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries;
(ii) any material fact which has arisen and would have been required to have been stated in the Final Prospectus had the fact arisen on, or prior to, the date of the Final Prospectus; and
(iii) any change in any material fact contained in the Final Prospectus or the Supplementary Material or any amendments or supplements thereto which change is, or may be, of such a nature as to render any material statement in the Final Prospectus or any Supplementary Material misleading or untrue or which would result in a misrepresentation in the Final Prospectus or Supplementary Material or which would result in the Final Prospectus or Supplementary Material not complying (to the extent that such compliance is required) with the Canadian Securities Laws or which would reasonably be expected to have a significant effect on the market price or value of the Underlying Securities. During the period from the date hereof to the completion of distribution of the Underlying Securities, the Company and, if known to the Selling Shareholders, the Selling Shareholders shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such change; provided that the Company and, if applicable, the Selling Shareholders shall not file any Supplementary Material or other document without first obtaining approval of the Underwriter, after consultation with the Underwriter with respect to the form and content thereof, which approval shall not be unreasonably withheld. The Company shall in good faith discuss with the Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Underwriter pursuant to this paragraph 7.
Material Changes During Distribution. During the period from the date of this Agreement to the completion of the distribution of the Shares under the Offering Documents, the Corporation shall promptly notify the Underwriters in writing of:
(a) any material change (actual, anticipated, contemplated or reasonably threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and its subsidiaries taken as a whole;
(b) any change in any material fact (including the disclosure of any previously undisclosed material fact), other than information relating solely to an Underwriter, contained in the Offering Documents, which fact or change is, or may be, of such a nature as to render any statement in the Offering Documents misleading or untrue or which would result in a misrepresentation (as defined in the Applicable Securities Laws) therein or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with the Applicable Securities Laws, in each case, as at any time up to and including the date of the completion of the distribution of the Shares under the Offering Documents;
(c) any fact, other than information relating solely to an Underwriter, which has arisen or been discovered and would have been required to have been stated in either the Canadian Prospectus or the U.S. Prospectus, as the case may be, had the fact arisen or been discovered on, or prior to, the date of the Canadian Prospectus Supplement or the U.S. Prospectus Supplement, as applicable;
(d) any change in applicable laws materially and adversely affecting, or which would reasonably be expected to materially and adversely affect, the business of the Corporation and its subsidiaries taken as a whole or the Shares or the Offering;
(e) any material information in relation to the Corporation or the Shares which was undisclosed as of the date of this Agreement; and
(f) any filing made by the Corporation of information relating to the offering of the Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction. The Corporation shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under the Applicable Securities Laws as a result of such fact or change; provided that the Corporation shall not file any Canadian Prospectus Amendment or U.S. Registration Statement Amendment...
Material Changes During Distribution. (a) During the period from the date of this Agreement to the Closing Date, the Company will promptly notify the Standby Guarantors in writing of any Material Change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries taken as a whole.
(b) During the period from the date of this Agreement to the Closing Date, the Company will promptly notify the Standby Guarantors in writing of:
(i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus or Registration Statement filed on such date; and
(ii) any change in any material fact contained in the Prospectus or Registration Statement, including (without limitation) all documents incorporated by reference, which fact or change is, or may be, of such a nature as to result in a Misrepresentation in the Prospectus or Registration Statement or that would result in the Prospectus or Registration Statement not complying with applicable Securities Laws.
(c) The Company will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Standby Guarantors, acting reasonably, with all applicable filings and other requirements under the Securities Laws as a result of such material fact or Material Change. The Company will in good faith discuss with the Standby Guarantors any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) that is of such a nature that there is reasonable doubt whether written notice need be given under this Section 5.1
Material Changes During Distribution. During the period from the date hereof to the completion of the Closing, the Company shall:
(i) promptly notify the Agents (and, if requested by the Agents, confirm such notification in writing) of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company; and
(ii) promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such change. The Company shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agents pursuant to this paragraph 3(a).
Material Changes During Distribution. During the period from and including the date hereof to the Expiry Date, the Corporation shall promptly notify ▇▇▇▇▇ in writing of the particulars of:
(a) any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the management, control, business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation and the Subsidiary taken as a whole;
(b) any change in any material fact contained in the Prospectus or any Supplementary Material, which change is or may be, of such a nature as to render any statement in the Prospectus or Supplementary Material misleading or untrue or which would result in a misrepresentation in the Prospectus or Supplementary Material, or which would result in the Prospectus or Supplementary Material not complying with any Applicable Securities Laws;
(c) any material fact that has arisen which would have been required to have been stated in the Prospectus had the fact arisen on or prior to, the date of the Prospectus;
(d) any request of any of the Securities Regulators for any amendment to the Preliminary Prospectus or the Prospectus or for any additional information relating thereto; and
(e) the issuance by any of the Securities Regulators or by any other competent authority of any order to cease trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose. In any such case, the Corporation shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Applicable Securities Laws as a result of such change; provided that the Corporation shall not file any Supplementary Material or other document without first obtaining from ▇▇▇▇▇ the approval of ▇▇▇▇▇, after consultation with ▇▇▇▇▇ with respect to the form and content thereof. The Corporation shall, in good faith, discuss with ▇▇▇▇▇ any fact or change in circumstances (actual, anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to ▇▇▇▇▇ pursuant to this Section 6.5.
Material Changes During Distribution. During the distribution period, the Company shall promptly notify the Agents (and, if requested by the Agents, confirm such notification in writing) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or change in a material fact or any other change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), properties, liabilities (contingent or otherwise), capital, ownership, control or management of the Company or any Material Subsidiary which would constitute a material change to, or a change in a material fact concerning, the Company (on a consolidated basis) or any other change which is of such a nature. During the distribution period, the Company shall promptly, and in any event, within any applicable time limitations, comply with all applicable filings and other requirements under applicable Securities Laws and any other applicable securities laws as a result of such change. During such period, the Company shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice need be given to the Agents pursuant to this Section 3(a).
Material Changes During Distribution. During the period from the date hereof to the Closing Date, the Corporation shall promptly notify Canaccord Genuity (and, if requested by Canaccord Genuity, confirm such notification in writing) of (i) any Material Adverse Effect, actual or contemplated; (ii) any material change in any information provided to Canaccord Genuity concerning the Corporation, the Target, the Proposed Acquisition, the Common Equity Capital Raise, the Preferred Shares, the GSO Commitment, the BlackRock Commitment or the Offering; (iii) any notice by any judicial or regulatory authority or any stock exchange requesting any information, meeting or hearing relating to the Corporation or the Offering; or (iv) any other event or state of affairs that may be material to Canaccord Genuity or the securityholders of the Corporation. During the period from the date hereof to the Closing Date, the Corporation shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such change. The Corporation shall in good faith discuss with Canaccord Genuity any fact or change in circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to Canaccord Genuity pursuant to this Section 14.
Material Changes During Distribution. During the period from the date hereof to the Closing Date, the Company shall promptly notify the Agents (and, if requested by the Agents, confirm such notification in writing) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or a change in a material fact or any other material change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company and the Subsidiaries, taken as a whole, which would constitute a material change to, or a change in a material fact concerning the Company and the Subsidiaries, taken as a whole, or any other change which is of such a nature. During the period from the date hereof to the Closing Date, the Company shall promptly, and in any event, within any applicable time limitation, comply with all applicable filings and other requirements under Applicable Securities Laws as a result of such change. During such period, the Company shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing needs be given to the Agents pursuant to this Section 3.
Material Changes During Distribution. During the distribution period, the Company shall promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or a change in a material fact or any other material change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise), capital, ownership, control or management of the Company which would constitute a material change to, or a change in a material fact concerning the Company.
Material Changes During Distribution. During the period from the date hereof to the Closing Date, the Company shall promptly notify the Agents (and, if requested by any of the Agents, confirm such notification in writing) of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries, taken as a whole. During the period from the date hereof to the Closing Date, the Company shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such change. The Company shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agents pursuant to this paragraph 3.