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
Appears in 2 contracts
Sources: Standby Guarantee Agreement (Clay Thomas Moragne), Standby Guarantee Agreement (Golden Queen Mining Co LTD)
Material Changes During Distribution. (a) During the period from the date of this Agreement to the Closing Date, the Company Corporation will promptly notify the Standby Guarantors Purchasers in writing of any Material Change 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 Corporation and its subsidiaries taken as a whole.
(b) During the period from the date of this Agreement to the Closing Date, the Company Corporation will promptly notify the Standby Guarantors Purchasers 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 Rights Offering Circular if filed on such date; and
(ii) any change in any material fact contained in the Prospectus or Registration StatementRights Offering Circular, 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 Rights Offering Circular or that would result in the Prospectus or Registration Statement Rights Offering Circular not complying with applicable Securities Laws.
(c) The Company Corporation will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Standby GuarantorsPurchasers, 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 5.1change.
Appears in 1 contract
Sources: Standby Purchase Agreement