No Events. On or after the Applicable Time there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on any national securities exchange, including, but not limited to, the New York Stock Exchange, Inc., the New York Stock Exchange American, LLC or The Nasdaq Stock Market; (b) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (c) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, (d) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, and (e) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Final Offering Circular, or Pricing Disclosure Materials, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Final Offering Circular, or Pricing Disclosure Materials, if the effect of any such event specified in clause (c), (d) or (e) in the judgment of the Selling Agents makes it impracticable or inadvisable to proceed with the offering or the delivery of the Shares being delivered on any Closing Date on the terms and in the manner contemplated in the Final Offering Circular.
Appears in 2 contracts
Sources: Selling Agency Agreement (Level Brands, Inc.), Selling Agency Agreement (Level Brands, Inc.)
No Events. On or after the Applicable Time there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on any securities market or national securities exchange, including, but not limited to, the New York Stock Exchange, Inc., the New York Stock Exchange American, LLC or The Nasdaq Stock Market; (b) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (c) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, (d) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, and (e) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the Final Offering Circular, or Pricing Disclosure Materials, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company, except as set forth in the Final Offering Circular, or Pricing Disclosure Materials, if the effect of any such event specified in clause (c), (d) or (e) in the judgment of the Selling Placement Agents makes it impracticable or inadvisable to proceed with the offering or the delivery of the Shares being delivered on any Closing Date on the terms and in the manner contemplated in the Final Offering Circular.
Appears in 1 contract
Sources: Placement Agency Agreement (Campagna Motors USA Inc.)