No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 111 contracts
Samples: Underwriting Agreement (TJX Companies Inc /De/), Underwriting Agreement (Gilead Sciences Inc), Underwriting Agreement (Cimarex Energy Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 65 contracts
Samples: Underwriting Agreement (Oracle Corp), Underwriting Agreement (Adobe Systems Inc), Underwriting Agreement (Roper Industries Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 58 contracts
Samples: Underwriting Agreement (American Equity Investment Life Holding Co), Underwriting Agreement (nVent Electric PLC), Underwriting Agreement (Amcor PLC)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 54 contracts
Samples: Purchase Agreement (Hornbeck Offshore Services Inc /La), Purchase Agreement (Deluxe Corp), Form of Purchase Agreement (Universal Health Services 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(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement theretoCorrective Information) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which which, in the judgment of the Representatives Representative, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities Offered Certificates on the terms and in the manner contemplated by this Agreement, the Time of Sale Information Agreement and the Prospectus.
Appears in 46 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C26), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 44 contracts
Samples: Underwriting Agreement (Nymex Holdings Inc), Underwriting Agreement (FGX International Holdings LTD), Underwriting Agreement (Approach Resources Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 31 contracts
Samples: Underwriting Agreement (Lennox International Inc), Underwriting Agreement (Lennox International Inc), Underwriting Agreement (Moodys Corp /De/)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 25 contracts
Samples: Rights Agreement (Amag Pharmaceuticals Inc.), Underwriting Agreement (Seattle Genetics Inc /Wa), Underwriting Agreement (Vital Signs Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 22 contracts
Samples: Asset Purchase Agreement (Concordia Healthcare Corp.), Purchase Agreement (McClatchy Co), Purchase Agreement (McClatchy Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 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 Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 17 contracts
Samples: Purchase Agreement (Lyft, Inc.), Purchase Agreement (Palo Alto Networks Inc), Purchase Agreement (Lci Industries)
No Material Adverse Change. No event or condition of a type described in Section 3(g4(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Representatives, after consultation with the Parent if practicable, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 15 contracts
Samples: Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.), Underwriting Agreement (British American Tobacco p.l.c.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 13 contracts
Samples: Underwriting Agreement (McMoran Exploration Co /De/), Underwriting Agreement (Approach Resources Inc), Underwriting Agreement (Approach Resources Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Registration Statement, the Time of Sale Information (and the Prospectus, in each case, for the avoidance of doubt, 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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 12 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 11 contracts
Samples: Underwriting Agreement (American Equity Investment Life Holding Co), Underwriting Agreement (Eldorado Resorts, Inc.), Signet Jewelers LTD
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 11 contracts
Samples: Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 11 contracts
Samples: Underwriting Agreement (Oglethorpe Power Corp), Underwriting Agreement (Susquehanna Bancshares Inc), Underwriting Agreement (Oglethorpe Power Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (excluding any amendment or supplement thereto) and ), the effect of which which, in the judgment of the Representatives Representative, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 11 contracts
Samples: Purchase Agreement, Purchase Agreement (Antero Midstream GP LP), Purchase Agreement
No Material Adverse Change. No event or condition of a type described in Section 3(g2(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 11 contracts
Samples: Underwriting Agreement (Baidu, Inc.), Underwriting Agreement (Baidu, Inc.), Underwriting Agreement (Baidu, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 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 Time of Sale Information and the Prospectus.
Appears in 10 contracts
Samples: Management Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Cheesecake Factory Inc), Underwriting Agreement (Amag Pharmaceuticals Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 10 contracts
Samples: Purchase Agreement (New Gold Inc. /FI), Purchase Agreement (Palace Entertainment Holdings, Inc.), Purchase Agreement (Symmetry Holdings Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Rockwell Collins Inc), Valero Energy Partners Lp, Valero Energy Partners Lp
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Comerica Inc /New/), Comerica Inc /New/, FNB Corp/Pa/
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 9 contracts
Samples: Purchase Agreement (Restaurant Brands International Inc.), Intercreditor Agreement (Restaurant Brands International Inc.), Restaurant Brands International Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 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 Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Redwood Trust Inc), Underwriting Agreement (Amag Pharmaceuticals Inc.), Underwriting Agreement (Redwood Trust Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Broadridge Financial Solutions, Inc.), Underwriting Agreement (Oglethorpe Power Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(n) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 9 contracts
Samples: Underwriting Agreement (Lafarge), Underwriting Agreement (Lafarge), Underwriting Agreement (Martin Marietta Materials Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(xv) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g4(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp), Underwriting Agreement (CDW Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Obagi Medical Products, Inc.), Underwriting Agreement (Divx Inc), Haynes International Inc
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Royalty Pharma PLC), Microchip Technology Incorporated (Microchip Technology Inc), Mid-America Apartments, L.P.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 8 contracts
Samples: Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi), Underwriting Agreement (Sanofi-Aventis)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(p) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(j) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Extra Space Storage Inc.), Underwriting Agreement (Extra Space Storage Inc.), Underwriting Agreement (Extra Space Storage Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 7 contracts
Samples: Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Service Corporation International)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described or contemplated in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and ), the effect of which in the reasonable judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Avery Dennison Corp), Avery Dennison Corp, Avery Dennison Corp
No Material Adverse Change. No event or condition of a type described in Section 3(g3(r) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp), Underwriting Agreement (Fifth Third Bancorp)
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(g3(z) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Ralph Lauren Corp), Underwriting Agreement (Ralph Lauren Corp), Underwriting Agreement (Brown & Brown, 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(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Discover Financial Services), Underwriting Agreement (Discover Financial Services), Discover Financial Services
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Hillenbrand, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 6 contracts
Samples: Mid-America Apartments, L.P., Mid-America Apartments, L.P., Mid-America Apartments, L.P.
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 5 contracts
Samples: Underwriting Agreement (Agilent Technologies, Inc.), Security Agreement (Tupperware Brands Corp), Agilent Technologies Inc
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Final 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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Final Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Hewlett Packard Enterprise Co), Underwriting Agreement (Hewlett Packard Enterprise Co), Hewlett Packard Enterprise Co
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Paying Agency Agreement (Expedia, Inc.), Underwriting Agreement (Hotels.com GP, LLC), Expedia, Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(aa) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (City National Corp), Associated Banc-Corp, Associated Banc-Corp
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Walgreens Boots Alliance, Inc., Walgreens Boots Alliance, Inc., Walgreens Boots Alliance, Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(g)(ii) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Omnicare Inc), Omnicare Inc, Omnicare Inc
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Avery Dennison Corporation), Sherwin Williams Co, Sherwin Williams Co
No Material Adverse Change. No event or condition of a type described in Section 3(g3(n) [No Material Adverse Change] hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information Prospectus (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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information Prospectus and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc), Underwriting Agreement (Avalonbay Communities Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(aa) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Underwriting Agreement (City National Corp), Final Terms and Conditions (City National Corp), Associated Banc-Corp
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Circular (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes Representative make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Circular.
Appears in 3 contracts
Samples: Builders FirstSource, Inc., www.oblible.com, Builders FirstSource, Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Vanda Pharmaceuticals Inc., Vanda Pharmaceuticals Inc., Vanda Pharmaceuticals Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, 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(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Freeport-McMoran Inc, Freeport-McMoran Inc, Freeport-McMoran Inc
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 3 contracts
Samples: Registration Rights Agreement (Energizer Holdings Inc), Hornbeck Offshore Services Inc /La, Ralcorp Holdings Inc /Mo
No Material Adverse Change. No event or condition of a type described in Section 3(g3(l) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 3 contracts
Samples: Purchase Agreement (Archrock Partners, L.P.), Purchase Agreement (Archrock, Inc.), Purchase Agreement (Archrock Partners, L.P.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Time of Sale Information and the Prospectus.
Appears in 3 contracts
Samples: Energizer Holdings Inc, Columbia Property Trust, Inc., Columbia Property Trust, Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 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 Time of Sale Information and the Prospectus.
Appears in 2 contracts
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the reasonable judgment of the Representatives Representative (after consultations with the Company among senior representatives) makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC)
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(g3(z) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (J M SMUCKER Co), J M SMUCKER Co
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 (after consultations with the Company among officers) makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (National Grid PLC), Underwriting Agreement (National Grid PLC)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(n) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Avalonbay Communities Inc), Avalonbay Communities Inc
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Thomas & Betts Corp), Underwriting Agreement (Thomas & Betts Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities 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 Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Homebanc Corp), Underwriting Agreement (WSP Holdings LTD)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Kinetik Holdings Inc., Kinetik Holdings Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives Initial Purchaser makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Truven Holding Corp., American Media Operations Inc
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described or contemplated in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and ), the effect of which in the reasonable judgment of the Representatives Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(x) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities and the Guarantees on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Underwriter, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Madison Gas & Electric Co, Madison Gas & Electric Co
No Material Adverse Change. No event or condition of a type described in Section 3(g3(xii) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Nine Energy Service, Inc.), Underwriting Agreement (PDC Energy, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g) 3.G hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Adobe Inc.), Underwriting Agreement (Adobe Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: United States Steel Corp, Mirant Potrero, LLC
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Fortune Brands Home & Security, Inc.), Fortune Brands Home & Security, Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3 (g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Universal Compression (Weatherford International LTD), Universal Compression Inc
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Kraft Heinz Co, Kraft Heinz Foods Co
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (American Equity Investment Life Holding Co), Underwriting Agreement (American Equity Investment Life Holding Co)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Healthequity, Inc., Healthequity, Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Representatives, after consultation with the Company and the Guarantors, where practicable, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Rio Tinto Finance Usa LTD, Rio Tinto Finance (USA) PLC
No Material Adverse Change. No event or condition of a type described in Section 3(g3(t) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities Units on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Copano Energy, L.L.C.), Underwriting Agreement (Copano Energy, L.L.C.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Motient Corp), Lender Processing Services, 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(g3(w) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities Shares on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Carpenter Technology Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Crane Co /De/, Crane Co /De/
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Walt Disney Co, Walt Disney Co
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
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(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Oasis Petroleum Inc.), Oasis Petroleum Inc.
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Circular (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Circular.
Appears in 2 contracts
Samples: Purchase Agreement (Manitowoc Foodservice, Inc.), Purchase Agreement (Manitowoc Co Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Ca, Inc.), Underwriting Agreement (Ca, Inc.)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(d) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Final Prospectuses (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 Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusFinal Prospectuses.
Appears in 2 contracts
Samples: Underwriting Agreement (Goldcorp Inc), Underwriting Agreement (Goldcorp Inc)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus Offering Memorandum (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the ProspectusOffering Memorandum.
Appears in 2 contracts
Samples: Navistar International Corp, Navistar International Corp
No Material Adverse Change. No event or condition of a type described in Section 3(g3(a)(v) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp)
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(g3(aa) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (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 Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
No Material Adverse Change. No event or condition of a type described in Section 3(g3(f) hereof shall have occurred or shall exist, which event or condition is not described or contemplated in each of the Time of Sale Information (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 Securities on the applicable Closing Date on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.
Appears in 2 contracts
Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal)
