Common use of No Material Adverse Change Clause in Contracts

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 291 contracts

Samples: Underwriting Agreement (Games Global LTD), Underwriting Agreement (Metagenomi, Inc.), Underwriting Agreement (Verve Therapeutics, Inc.)

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No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 150 contracts

Samples: Underwriting Agreement (Viking Holdings LTD), Underwriting Agreement (Birkenstock Holding LTD), Underwriting Agreement (Ormat Technologies, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 116 contracts

Samples: Underwriting Agreement (Dyne Therapeutics, Inc.), Letter Agreement (Immunome Inc.), Underwriting Agreement (Dyne Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 82 contracts

Samples: Underwriting Agreement (Cleveland-Cliffs Inc.), Par Pacific Holdings, Inc., Ortho Clinical Diagnostics Holdings PLC

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 74 contracts

Samples: Underwriting Agreement (Flagstar Bancorp Inc), Underwriting Agreement (Dynex Capital Inc), Precigen, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 65 contracts

Samples: Underwriting Agreement (Games & Esports Experience Acquisition Corp.), Underwriting Agreement (Games & Esports Experience Acquisition Corp.), Underwriting Agreement (Forbion European Acquisition Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 41 contracts

Samples: Underwriting Agreement (Trailblazer Merger Corp I), Underwriting Agreement (Trailblazer Merger Corp I), Underwriting Agreement (Lakeshore Acquisition II Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 26 contracts

Samples: Letter Agreement (Hamilton Lane INC), Underwriting Agreement (Surgery Partners, Inc.), Hamilton Lane INC

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 26 contracts

Samples: Underwriting Agreement (SONDORS Inc.), Underwriting Agreement (Alzamend Neuro, Inc.), Underwriting Agreement (Fiverr International Ltd.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 19 contracts

Samples: Underwriting Agreement (Tronox Holdings PLC), Underwriting Agreement (Exxaro Resources LTD), RxSight, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Public Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 17 contracts

Samples: Administrative Services Agreement (KnightSwan Acquisition Corp), Underwriting Agreement (KnightSwan Acquisition Corp), Underwriting Agreement (LAVA Medtech Acquisition Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 17 contracts

Samples: Underwriting Agreement (Option Care Health, Inc.), Option Care (Option Care Health, Inc.), Underwriting Agreement (Option Care Health, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 15 contracts

Samples: Underwriting Agreement (Callon Petroleum Co), Bank of the Ozarks Inc, CommScope Holding Company, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 13 contracts

Samples: Underwriting Agreement (Brighthouse Financial, Inc.), Deposit Agreement (Brighthouse Financial, Inc.), Underwriting Agreement (Brighthouse Financial, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 11 contracts

Samples: Underwriting Agreement (Waystar Holding Corp.), Waystar Holding Corp., Waystar Holding Corp.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the an Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 9 contracts

Samples: Bluebird Bio, Inc., Sage Therapeutics, Inc., Bluebird Bio, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 9 contracts

Samples: Letter Agreement (Karat Packaging Inc.), Underwriting Agreement (SONDORS Inc.), Super Micro Computer, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Public Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 9 contracts

Samples: Underwriting Agreement (Chain Bridge I), Trust Agreement (Foresight Acquisition Corp. II), Underwriting Agreement (Chain Bridge I)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: CDW Corp, CDW Corp, Underwriting Agreement (Plainscapital Corp)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the an Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (Akero Therapeutics, Inc.), Letter Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Aptinyx Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (Atara Biotherapeutics, Inc.), Atara Biotherapeutics, Inc., Atara Biotherapeutics, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (ONE Gas, Inc.), ONE Gas, Inc., ONE Gas, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 8 contracts

Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Management Agreement (Apollo Commercial Real Estate Finance, Inc.), Management Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 7 contracts

Samples: Underwriting Agreement (Brighthouse Financial, Inc.), Underwriting Agreement (Michaels Companies, Inc.), Letter Agreement (Michaels Companies, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 7 contracts

Samples: Underwriting Agreement (China Auto Rental Holdings Inc.), Underwriting Agreement (Acquity Group LTD), Xunlei LTD

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Registration Statement, the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 7 contracts

Samples: SOAR Technology Acquisition Corp., SOAR Technology Acquisition Corp., Supernova Partners Acquisition Co III, Ltd.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 7 contracts

Samples: RBB Bancorp, Southern National Bancorp of Virginia Inc, Synovus Financial Corp

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes Underwriter is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 7 contracts

Samples: Lock Up Agreement (Vantiv, Inc.), Lock Up Agreement (Vantiv, Inc.), Lock Up Agreement (Vantiv, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Coty Inc.), Lock Up Agreement (Black Knight, Inc.), Lock Up Agreement (Black Knight, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives makes Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Sunnova Energy International Inc., Sunnova Energy International Inc., Sunnova Energy International Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) and/or (h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: ESH Hospitality, Inc., ESH Hospitality, Inc., ESH Hospitality, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives Representatives, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Rights Agreement (Insulet Corp), Underwriting Agreement (Spectranetics Corp), Medivation, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Chart Industries Inc, Loan and Security Agreement (Advanced Micro Devices Inc), Uil Holdings Corp

No Material Adverse Change. No event event, condition or condition development of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Disco (Guernsey) Holdings L.P. Inc., Accenture PLC, Duck Creek Technologies, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) (No Material Adverse Change) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 6 contracts

Samples: Underwriting Agreement (Fidelis Insurance Holdings LTD), Underwriting Agreement (Fidelis Insurance Holdings LTD), Amicus Therapeutics, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement (Spring Valley Acquisition Corp. II), Underwriting Agreement (Spring Valley Acquisition Corp. II), Underwriting Agreement (Victory Acquisition Corp.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement (Vertiv Holdings Co), Melinta Therapeutics, Inc. /New/, Presidio, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.), Management Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(o) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Underwriting Agreement (Global Blood Therapeutics, Inc.), Underwriting Agreement (Global Blood Therapeutics, Inc.), Underwriting Agreement (Global Blood Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: Chewy, Inc., Presidio, Inc., Presidio, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 5 contracts

Samples: CommScope Holding Company, Inc., CommScope Holding Company, Inc., CDW Corp

No Material Adverse Change. No event or condition of a type described in Section 3(h3(e) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative[s] makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: TPG Specialty Lending, Inc., TPG Specialty Lending, Inc., TPG Specialty Lending, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Dynacure S.A.), Underwriting Agreement (Freeline Therapeutics Holdings PLC), Cowen and Company (Orchard Rx LTD)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(kk) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: MyoKardia, Inc., MyoKardia Inc, MyoKardia Inc

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Carlyle Group Inc.), Underwriting Agreement (Otonomy, Inc.), Prime Medicine, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale sale, or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Owl Rock Capital Corp), Underwriting Agreement (Owl Rock Capital Corp), Underwriting Agreement (Owl Rock Capital Corp)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Ares Management Lp), Underwriting Agreement (Emerge Energy Services LP), Emerge Energy Services LP

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes Representative is so material as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (MTBC, Inc.), Underwriting Agreement (MTBC, Inc.), Underwriting Agreement (MTBC, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the each Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Phillips 66 Partners Lp, Phillips 66 Partners Lp, Valero Energy Partners Lp

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Underwriting Agreement (Brookfield Property Partners L.P.), Brookfield Property Partners L.P., Underwriting Agreement (Ares Management Lp)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(u) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 4 contracts

Samples: Adverum Biotechnologies, Inc., Adverum Biotechnologies, Inc., Underwriting Agreement (Medical Properties Trust Inc)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(k) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Energizer Holdings, Inc., Evolent Health, Inc., Evolent Health, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Addex Therapeutics Ltd.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Administration Agreement (Sixth Street Specialty Lending, Inc.), Administration Agreement (Sixth Street Specialty Lending, Inc.), Administration Agreement (Sixth Street Specialty Lending, Inc.)

No Material Adverse Change. No Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3(h3(g)(ii) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Alnylam Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc.

No Material Adverse Change. No Subsequent to the execution and delivery of this Agreement, no event or condition of a type described in Section 3(h3(g)(ii) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Execution Version (Alnylam Pharmaceuticals, Inc.), Alnylam Pharmaceuticals, Inc., Alnylam Pharmaceuticals, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(hArticle III(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (MPT Operating Partnership, L.P.), Underwriting Agreement (Medical Properties Trust Inc), Underwriting Agreement (MPT Operating Partnership, L.P.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(ee) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Esperion Therapeutics, Inc.), Underwriting Agreement (Esperion Therapeutics, Inc.), Underwriting Agreement (Esperion Therapeutics, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Offered Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Letter Agreement (SodaStream International Ltd.), Letter Agreement (SodaStream International Ltd.), Underwriting Agreement (SodaStream International Ltd.)

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No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Sovos Brands, Inc., Five9, Inc., Five9, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the any Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Vital Energy, Inc.), Underwriting Agreement (RGC Resources Inc), Laredo Petroleum Holdings, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the such Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Consensus Cloud Solutions, Inc.), Xpeng Inc., Xpeng Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the an Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Akero Therapeutics, Inc., Akero Therapeutics, Inc., Zafgen, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the applicable Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (ImmunoGen, Inc.), Medicines Co /De, NPS Pharmaceuticals Inc

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Zai Lab LTD), Mesoblast LTD, Zai Lab LTD

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (HW Electro Co., Ltd.), Underwriting Agreement (HW Electro Co., Ltd.), Underwriting Agreement (Yoshitsu Co., LTD)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Registration Statement, the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (DP Cap Acquisition Corp I), Underwriting Agreement (Freedom Acquisition I Corp.), Freedom Acquisition I Corp.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Lock Up Agreement (Veritone, Inc.), Veritone, Inc., Reliance Steel & Aluminum Co

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the any Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Broadstone Net Lease, Inc.), Broadstone Net Lease, Inc., Broadstone Net Lease, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(cc) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.), Underwriting Agreement (Ignyta, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: www.sec.gov, Underwriting Agreement (Cencosud S.A.), Avianca Holdings S.A.

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) ), and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Gaming & Leisure Properties, Inc., Gaming & Leisure Properties, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Stoke Therapeutics, Inc., Altair Engineering Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter, the Forward Seller or the Forward Purchaser makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares being delivered on the each Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: ONE Gas, Inc., ONE Gas, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives (other than a defaulting Underwriter under Section 12 hereof) makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: La Quinta Holdings Inc., La Quinta Holdings Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the any Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Laredo Petroleum Holdings, Inc.), Laredo Petroleum Holdings, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) and/or (h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: ESH Hospitality, Inc., ESH Hospitality, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Chart Industries Inc, Chart Industries Inc

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative[s] makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: TPG Specialty Lending, Inc., TPG Specialty Lending, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Comerica Inc /New/, Mellanox Technologies, Ltd.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Privatebancorp, Inc, Privatebancorp, Inc

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing General Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing General Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Southern National Bancorp of Virginia Inc

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Ctrip Com International LTD, Ctrip Com International LTD

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriter makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Units on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (AF Acquisition Corp.), AF Acquisition Corp.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Ceridian HCM Holding Inc., Ceridian HCM Holding Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(p) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Syros Pharmaceuticals, Inc.), Underwriting Agreement (Syros Pharmaceuticals, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Fiat Chrysler Automobiles N.V., TeleNav, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives X.X. Xxxxxx Securities LLC makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: National Commercial Bank Jamaica LTD, National Commercial Bank Jamaica LTD

No Material Adverse Change. No event or condition of a type described in Section 3(h3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Schottenstein Realty Trust, Inc., Campus Crest Communities, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date Date, or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Forum Energy Technologies, Inc., Forum Energy Technologies, Inc.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities being delivered on the First Closing Date or the Additional Second Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Aptiv PLC), Aptiv PLC

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: VEREIT Operating Partnership, L.P., VEREIT Operating Partnership, L.P.

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which is, in the judgment of the Representatives makes Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Materialise Nv), Underwriting Agreement (Materialise Nv)

No Material Adverse Change. No event or condition of a type described in Section 3(h3(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Braeburn Pharmaceuticals, Inc.), Agios Pharmaceuticals Inc

No Material Adverse Change. No event or condition of a type described in Section 3(h3(i) hereof shall have occurred or shall exist, exist (i) which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and (ii) the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Offered ADSs on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Criteo S.A., Criteo S.A.

No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Underwriters makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: TPG Inc., TPG Gp A, LLC

No Material Adverse Change. No event or condition of a type described in Section 3(h3(g) or Section 4(j) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.), Management Agreement (Apollo Commercial Real Estate Finance, Inc.)

No Material Adverse Change. No event or condition of a type described in Section 3(h) and Section 4(a) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale sale, or delivery of the Shares Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

Appears in 2 contracts

Samples: Blue Owl Capital Corp, Owl Rock Technology Finance Corp.

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