Common use of Material Changes During Distribution Clause in Contracts

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 period from the date hereof to the Closing Date, the Company shall promptly notify the Agents Underwriters (and, if requested by the Agents, confirm such notification in writing) of of: (a) 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 capital of the Company and the SubsidiariesCompany, taken as a whole, ; (b) any material fact in respect of the Company which would constitute a has arisen or has been discovered and that is required to be publicly disclosed by the Company; or (c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) previously publicly disclosed by the Company which fact or change tois, or a change in a material fact concerning the Company and the Subsidiariesmay be, taken as a whole, or any other change which is of such a naturenature as to render any statement publicly made by the Company misleading or untrue in any material respect. 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 filing and other requirements under Applicable Securities Laws as a result of such change. During such period, the The Company shall in good faith discuss with the Agents Underwriters 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 needs need be given to the Agents Underwriters pursuant to this Section 34.