Trust Material Change Clause Samples
The Trust Material Change clause defines the circumstances under which significant alterations to the terms, structure, or assets of a trust are recognized and addressed within an agreement. Typically, this clause outlines what constitutes a 'material change,' such as changes in trustees, beneficiaries, or the trust's governing law, and may require notification or consent from relevant parties if such changes occur. Its core practical function is to ensure transparency and maintain the integrity of the trust arrangement by providing a clear process for managing substantial modifications, thereby protecting the interests of all stakeholders involved.
Trust Material Change. During the period from the date of this Agreement to the completion of distribution of the Underwritten Units, the Trust shall promptly notify the Underwriters in writing of:
(i) any material change (actual, anticipated, or threatened, financial or otherwise) in the affairs, assets, liabilities (contingent or otherwise) or capital of the Trust that is not otherwise referred to in the Disclosure Package or the Shelf Prospectuses as supplemented by the Prospectus Supplements;
(ii) any material fact which has arisen or been discovered that would have been required to have been stated in the Disclosure Package, the Shelf Prospectuses as supplemented by the Prospectus Supplements or the Registration Statement had such fact arisen or been discovered on, or prior to, the date of such document; and
(iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Package, the Shelf Prospectuses as supplemented by the Prospectus Supplements or the Registration Statement, including all Documents Incorporated by Reference, which fact or change is, or may be, of such a nature as to render any statement in the Disclosure Package, the Shelf Prospectuses as supplemented by the Prospectus Supplements or the Registration Statement misleading or untrue or which would result in a misrepresentation in the Disclosure Package, the Shelf Prospectuses as supplemented by the Prospectus Supplements or the Registration Statement or which would result in the Disclosure Package, the Shelf Prospectuses as supplemented by the Prospectus Supplements or the Registration Statement not complying (to the extent that such compliance is required) with Applicable Securities Laws. The Trust will in good faith discuss with the Underwriters any event described in clauses (i), (ii) or (iii) above that occurs or is discovered during the period from the date of this Agreement to the completion of distribution of the Underwritten Units which is of such a nature that there may be reasonable doubt as to whether notice need be given to the Underwriters pursuant to this subsection 4(a). If at any time during the period from the date of this Agreement to the completion of distribution of the Underwritten Units, any event described in clauses (i), (ii) or (iii) above occurs or any condition exists as a result of which it is necessary, in the reasonable opinion of counsel for the T...