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 288 contracts

Samples: Intra-Cellular Therapies, Inc., Underwriting Agreement (King Digital Entertainment PLC), Underwriting Agreement (Madison Square Garden Entertainment Corp.)

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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 149 contracts

Samples: Underwriting Agreement (WESTMORELAND COAL Co), Underwriting Agreement (Ares Management Lp), Letter Agreement (Fuelcell Energy 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 113 contracts

Samples: Letter Agreement (Rubius Therapeutics, Inc.), Letter Agreement (Oxford Immunotec Global PLC), Underwriting Agreement (Revolution Medicines, 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 (Vocera Communications, Inc.), Underwriting Agreement (Vocera Communications, Inc.), Underwriting Agreement (Cleveland-Cliffs 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 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), Letter Agreement (Mb Financial Inc /Md), Underwriting Agreement (Callon Petroleum Co)

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 (Kensington Capital Acquisition Corp.), Underwriting Agreement (Shelter Acquisition Corp I)

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 (Seven Oaks Acquisition Corp.), Underwriting Agreement (Act II Global Acquisition Corp.), Underwriting Agreement (Kimbell Tiger Acquisition 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 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: Omnibus Assignment and Assumption Agreement (Celladon Corp), Underwriting Agreement (SONDORS Inc.), Underwriting Agreement (Alzamend Neuro, 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 26 contracts

Samples: Sirona Dental (Sirona Dental Systems, Inc.), Underwriting Agreement (Surgery Partners, Inc.), Execution Version (Burlington Stores, 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: Underwriting Agreement (JOFF Fintech Acquisition Corp.), Trust Agreement (Foresight Acquisition Corp.), Underwriting Agreement (JOFF Fintech 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 (Callon Petroleum Co), Underwriting Agreement (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(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 17 contracts

Samples: Underwriting Agreement (Healthequity Inc), Letter Agreement (Cision Ltd.), Underwriting Agreement (Shake Shack 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: Sirona Dental (Sirona Dental Systems, Inc.), Sirona Dental (Sirona Dental Systems, Inc.), Sirona Dental (Sirona Dental Systems, 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: Deposit Agreement (Brighthouse Financial, Inc.), Underwriting Agreement (Meritor Inc), Underwriting Agreement (Brighthouse Financial, 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.), Underwriting Agreement (Chain Bridge I)

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., Bluebird Bio, Inc., Sage Therapeutics, 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 (Impac Mortgage Holdings Inc), Underwriting Agreement (Teladoc, 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 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 (Sage Therapeutics, Inc.), Letter Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Sage Therapeutics, 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 Residential Mortgage, 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 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 8 contracts

Samples: Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Truck Hero, Inc.), Underwriting Agreement (Ceridian HCM Holding 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 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: Underwriting Agreement (Plainscapital Corp), CDW Corp, CDW 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 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.), Grupo Aval Acciones Y Valores S.A., 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.), Underwriting Agreement (MPT Operating Partnership, L.P.), ONE Gas, 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 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: Casella Waste Systems Inc, Synovus Financial Corp, RBB Bancorp

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., Supernova Partners Acquisition Co III, Ltd., SOAR Technology 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 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.), Up Agreement (Vantiv, Inc.), Lock Up Agreement (Vantiv, 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), Trony Solar Holdings Co 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 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: Letter Agreement (Michaels Companies, Inc.), Underwriting Agreement (Michaels Companies, Inc.), Underwriting Agreement (Brighthouse Financial, Inc.)

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) 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: Underwriting Agreement (Spectranetics Corp), Rights Agreement (Insulet Corp), Synovus Financial Corp

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 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: Loan and Security Agreement (Advanced Micro Devices Inc), Chart Industries Inc, Uil Holdings 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 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(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: Underwriting Agreement (Vantiv, Inc.), Presidio, Inc., Vantiv, 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: CDW Corp, CDW Corp, CommScope Holding Company, 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 5 contracts

Samples: Underwriting Agreement (Fidelis Insurance Holdings LTD), Amicus Therapeutics, Inc., Amicus 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 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), Vantiv, Inc., Melinta Therapeutics, Inc. /New/

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

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(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: Underwriting Agreement (Medical Properties Trust Inc), Underwriting Agreement (Medical Properties Trust Inc), Adverum Biotechnologies, 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 (Otonomy, Inc.), Underwriting Agreement (Carlyle Group Inc.), Prime Medicine, 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 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), Ares Management Lp

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(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.), Underwriting Agreement (Ares Management Lp), Underwriting Agreement (Ares Management 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(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(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(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(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: Evolent Health, Inc., Evolent Health, Inc., Energizer Holdings, 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 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(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 3 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(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.), Reliance Steel & Aluminum Co, Veritone, 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(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(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 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 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.), NPS Pharmaceuticals Inc, Medicines Co /De

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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: Zafgen, Inc., Akero Therapeutics, Inc., Akero Therapeutics, 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(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(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 (Addex Therapeutics Ltd.), Underwriting Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Granite Point Mortgage Trust 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(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 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 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 (RGC Resources Inc), Underwriting Agreement (Vital Energy, Inc.), Laredo Petroleum Holdings, 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.)

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 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: Trulia, Inc., Trulia, 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 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: Spark Therapeutics, Inc., Spark 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 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 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: iRhythm Technologies, Inc., iRhythm Technologies, 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 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: Cleveland-Cliffs Inc., Alder Biopharmaceuticals 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 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, 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 (Akoya Biosciences, Inc.), Underwriting Agreement (Akoya Biosciences, 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 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 2 contracts

Samples: Underwriting Agreement (Athenex, Inc.), Underwriting Agreement (Athenex, 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(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(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(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(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(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 Representative 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: Underwriting Agreement (Cannae Holdings, Inc.), Underwriting Agreement (Cannae Holdings, 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 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 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(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 2 contracts

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

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(h4(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 2 contracts

Samples: DoubleDown Interactive Co., Ltd., DoubleDown Interactive Co., Ltd.

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 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: Qiwi, Qiwi

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(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(w) 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 (Enernoc Inc), Iron Mountain 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 makes is 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: Underwriting Agreement (Edgewise Therapeutics, Inc.), Underwriting Agreement (Edgewise 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 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(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 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, Inc.), Underwriting Agreement (Laredo Petroleum, Inc.)

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