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. (a) During the period from the date of this Agreement until the Automatic Exercise Date, the Company will, upon becoming aware of same, promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of: (a) any material change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the Company; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such document; and (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with Securities Laws.
(b) The Company will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must in good faith discuss with the Agent any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6.
Material Changes During Distribution. (a) During the period from the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Shares in accordance with their obligations herein, the Company shall promptly notify the Underwriters (and, 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, taken as a whole;
(ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Preliminary Prospectus or the Final Prospectus had the fact arisen or been discovered on, or prior to, the date of such documents; and
(iii) 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 is, or may be, of such a nature as to render any statement publicly made by the Company misleading or untrue in any material respect.
(b) During the period from the date hereof until the Underwriters notify the Company of the completion of the distribution of the Offered Shares in accordance with their obligations herein, the Company shall promptly, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws as a result of such change. The Company shall in good faith discuss with the 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 need be given to the Underwriters pursuant to this Section 3.
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. (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 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 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. During the period from the date hereof to the Closing Date, the Company shall promptly notify the Underwriters (and, if requested by any of the Underwriters, 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 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 need be given to the Underwriters pursuant to this paragraph 3.
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 Underwriters (and, confirm such notification in writing) of:
(a) 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, taken as a whole;
(b) any material fact in respect of the Company which 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 is, or may be, of such a nature 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 filing and other requirements under Securities Laws as a result of such change. The Company shall in good faith discuss with the 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 need be given to the Underwriters pursuant to this Section 4.
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 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, prospects, 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.