Common use of Material Changes During Distribution Clause in Contracts

Material Changes During Distribution. During the period from the date hereof to the Closing Date, the Company shall promptly notify the 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.

Appears in 1 contract

Sources: Underwriting Agreement

Material Changes During Distribution. During the period from the date hereof to the Closing Date, the Company shall promptly notify the Underwriters Agents (and, if requested by the Agents, confirm such notification in writing) of: (a) of any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened, financial or otherwise) or any event or development involving a prospective material change or a change in a material fact or any other material change in the business, affairs, operations, assets (including information or data relating to the estimated value or book value of assets), liabilities (contingent or otherwise) ), capital, ownership, control or capital management of the CompanyCompany and the Subsidiaries, taken as a whole; (b) any , which would constitute a material change to, or a change in a material fact in respect of concerning 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 isSubsidiaries, taken as a whole, or may be, any other change which is of such a nature as to render any statement publicly made by the Company misleading or untrue in any material respectnature. 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 filings and other requirements under Applicable Securities Laws as a result of such change. The During such period, the Company shall in good faith discuss with the Underwriters 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 needs be given to the Underwriters Agents pursuant to this Section 43.

Appears in 1 contract

Sources: Agency Agreement (Counterpath Corp)