Effective Date of Agreement Termination Clause Example with 24 Variations from Business Contracts
This page contains Effective Date of Agreement Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Effective Date of Agreement Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this... Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in the Company's securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.View More
Variations of a "Effective Date of Agreement Termination" Clause from Business Contracts
Effective Date of Agreement Termination. (a) This Agency Agreement shall become effective: effective when the parties hereto have executed and delivered this Agency Agreement. (b) The Agents shall have the right to terminate this Agency Agreement at any time prior to the Closing Date: (i) upon if any domestic or international event or act or occurrence has materially disrupted, or in the execution and delivery hereof opinion of the Agents will in the immediate future materially disrupt, the market for the Company's securities or securi...ties in general; or (ii) trading in the Common Stock shall have been suspended by the parties hereto; Commission, the Canadian Qualifying Authorities, the NYSE MKT or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE MKT shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE MKT or by order of the NASDAQ Stock Market Inc.; (B) Commission or any other governmental authority having jurisdiction; or (iii) a suspension or material limitation in trading in the Company's securities on the NYSE; (C) a general banking moratorium on commercial banking activities has been declared by either any U.S. or Canadian federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) Canada or (B) there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (A) or (E), (B), in the reasonable judgment of the Representatives, Agents, makes it impracticable or inadvisable to proceed with the public offering or the delivery Offering of the Notes Offered Securities on the terms and in the manner contemplated by the Prospectuses. (c) Any notice of termination pursuant to this Section 9 shall be in writing. (d) If this Agency Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Agents set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Agents, reimburse the Agents for all reasonable actual and accountable out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Agents in connection herewith, up to US$ 100,000. 10. Notices. All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing, and: (a) if sent to any Agent, shall be delivered, or faxed and confirmed in writing, to such Agent c/o Dundee Securities Ltd., Suite 2100, Dundee Place, 1 Adelaide Street East, Toronto, Ontario M5C 2V9, Facsimile: 416.350.3312, Attention: Philip Williams with a copy to Andrew Elbaz at Dentons Canada LLP, Suite 400, 77 King Street West, Toronto, Ontario M5K 0A1 and Steve Berson at Dentons US LLP 303 Peachtree St NE #5300, Atlanta, GA 30308. (b) if sent to the Company, shall be delivered, or faxed and confirmed in writing to the Company and its Canadian and U.S. counsel at the addresses set forth in the Registration Statement, Statement; provided, however, that any Disclosure Package or the Prospectus. If the Representatives elect notice to terminate this Agreement as provided in this an Agent pursuant to Section 7, the Company and each other Underwriter 6 shall be notified promptly delivered or sent by facsimile transmission to such Agent at its address set forth in writing. If the sale its acceptance facsimile to the Underwriters of the Notes, as contemplated by this Agreement, is not carried out Lead Agent, which address will be supplied to any other party hereto by the Underwriters for any reason permitted under this Agreement or if Lead Agent upon request. Any such sale is not carried out because notices and other communications shall take effect at the Company shall be unable to comply with any time of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. receipt thereof. View More
Effective Date of Agreement Termination. (a) This Agency Agreement shall become effective: effective when the parties hereto have executed and delivered this Agency Agreement. (b) The Agents shall have the right to terminate this Agency Agreement at any time prior to the Closing Date, if, at or after 9 a.m. (New York Time) on the date hereof, (i) upon any domestic or international event or act or occurrence has materially disrupted, or in the execution and delivery hereof opinion of the Agents will in the immediate future materially di...srupt, the market for the Company's securities or securities in general; or (ii) trading in the Common Stock shall have been suspended by the parties hereto; Commission, the Canadian Qualifying Authorities, the TSX, the NYSE MKT or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE MKT or on the TSX shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE MKT or TSX or by order of the NASDAQ Stock Market Inc.; (B) Commission or any other governmental authority having jurisdiction; or (iii) a suspension or material limitation in trading in the Company's securities on the NYSE; (C) a general banking moratorium on commercial banking activities has been declared by either any U.S. state or U.S. or Canadian federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) there is an event, accident, governmental law or regulation or other occurrence of any nature which, in the United States; (D) opinion of the Agents, seriously affects or will seriously affect the financial markets, or the business of the Company or the ability of the Agents to perform their obligations under this Agreement, or a purchaser's decision to purchase the Units; (v) following a consideration of the history, business, products, property or affairs of the Company or its principals and promoters, or of the state of the financial markets in general, or the state of the market for the Company's securities in particular, the Agents determine, in their sole discretion, that it is not in the interest of the purchasers to complete the purchase and sale of the Units; (vi) an enquiry or investigation (whether formal or informal) in relation to the Company, or the Company's directors, officers or promoters, is commenced or threatened by an officer or official of any competent authority, which in the opinion of the Agents, acting reasonably, materially adversely affects or may materially adversely affect the Company or the trading or distribution of the Securities or (vii) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or there is a declaration by the United States of a national emergency or war; war by the United States or (E) Canada or (B) there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (A) or (E), (B), in the reasonable judgment of the Representatives, Agents, makes it impracticable or inadvisable to proceed with the public offering or the delivery Offering of the Notes Units on the terms and in the manner contemplated in by the Registration Statement, any Disclosure Package or the Prospectus. If the Representatives elect Prospectuses. (c) Any notice of termination pursuant to terminate this Agreement as provided in this Section 7, 9 shall be in writing. (d) If this Agency Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Units provided for herein is not consummated because any condition to the obligations of the Agents set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for perform any reason permitted under this Agreement agreement herein or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, provision hereof, the Company shall not be under any obligation or liability under this Agreement (except will, subject to demand by the extent provided Agents, 32 reimburse the Agents for all reasonable actual and accountable out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Agents in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. connection herewith. View More
Effective Date of Agreement Termination. (a) This Agreement shall become effective: (i) effective upon the execution and delivery hereof later of: (i) receipt by the parties hereto; or (ii) if, at Representative and the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering Company of the Notes may commence, when notification of the effectiveness of the registration statement Registration Statement or such... post-effective amendment has been released by (ii) the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, Agreement. Notwithstanding any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution termination of this Agreement, there the provisions of this Section 11 and of Sections 1, 4, 6, 8, 9, 15 and 16 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110(f)(2)(D). (b) The Representative shall have occurred: (A) a suspension the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or material limitation international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (ii) trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) a suspension has been suspended or made subject to material limitation in limitations, or minimum or maximum prices for trading in the Company's have been fixed, or maximum ranges for prices for securities have been required, on the NYSE; (C) NYSE MKT or the NASDAQ Stock Market or by order of the Commission, FINRA or any other governmental authority having jurisdiction; or (iii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an has occurred; or (iv) (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) (B) there has been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, conditions, if the effect of any such event specified in clause (D) (A) or (E), (B), in the reasonable judgment of the Representatives, Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Notes Firm Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or by the Prospectus. (c) Any notice of termination pursuant to this Section 12 shall be in writing. (d) If the Representatives elect to terminate this Agreement as shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 10(b) hereof), or if the sale of the Securities provided in this Section 7, for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company and each other Underwriter shall be notified promptly in writing. If to perform any agreement herein or comply with any provision hereof, the sale Company will, subject to demand by the Representative, reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Notes, as contemplated by this Agreement, is not carried out their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters for in connection herewith as allowed under FINRA Rule 5110, less any reason permitted under this Agreement or if amounts previously paid by the Company; provided, however, that all such sale is not carried out because expenses, including the Company shall be unable to comply with any of the terms of this Agreement, the Company costs and expenses set forth in Section 6(d) which were actually paid, shall not exceed $100,000 in the aggregate (of which a maximum of $75,000 can be under any obligation or liability under this Agreement (except allocated to the extent provided in Sections 4(a)(xiv), 5 legal expenses and 9 hereof), and the Underwriters shall be under no obligation or liability $25,000 to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. non-legal expenses). 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Effective Date of Agreement Termination. (a) This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at hereto have executed and delivered this Agreement. 29 (b) The Representative shall have the time right to terminate this Agreement is executed and delivered, it is necessary for at any time prior to the registration statement Closing Date or a post-effective amendment thereto to be declared or become effective before terminate the offering of the Notes may co...mmence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination purchase the Additional Securities at any time prior to the Additional Closing Date, as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the absolute discretion reasonable opinion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given Representative will in the Registration Statement, any Prepricing Prospectus, immediate future materially disrupt, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in market for the Company's securities or securities in general; or (ii) trading on the NYSE; (C) New York Stock Exchange (the "NYSE") or NASDAQ shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or NASDAQ or by order of the Commission or any other governmental authority having jurisdiction; or (iii) a general banking moratorium on commercial banking activities has been declared by either federal or New York State authorities or a the United States or any material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an shall have occurred; or (iv) (A) there shall have occurred any outbreak or material escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) (B) there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (A) or (E), (B), in the judgment of the Representatives, Representative, makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Notes Firm Securities or the Additional Securities, as the case may be, on the terms and in the manner contemplated by the Prospectus; or (v) any of the events described in the Registration Statement, any Disclosure Package Sections 7(f) or the Prospectus. 7(g) shall have occurred. (c) Any notice of termination pursuant to this Section 12 shall be in writing. (d) If the Representatives elect to terminate this Agreement as provided shall be (i) terminated by the Representative pursuant to Section 12(b) or (ii) the Underwriters decline to purchase the Securities because any of the conditions to the obligations of the Underwriters set forth in this Section 7, 7 have not been met or because of any refusal, inability or failure on the part of the Company and each other Underwriter shall be notified promptly in writing. If to perform any agreement herein or comply with any provision hereof, the sale Company will, subject to demand by the Representative, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable and documented out of the Notes, as contemplated by this Agreement, is not carried out pocket fees and expenses of their counsel), incurred by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. connection herewith. View More
Effective Date of Agreement Termination. (a) This Agreement shall become effective: (i) effective upon the execution and delivery hereof later of: (i) receipt by the parties hereto; or (ii) if, at Representative and the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering Company of the Notes may commence, when notification of the effectiveness of the registration statement Registration Statement or such... post-effective amendment has been released by (ii) the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, Agreement. Notwithstanding any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution termination of this Agreement, there the provisions of this Section 11 and of Sections 3, 7, 8, 10, 13 and 14, inclusive, shall remain in full force and effect at all times after the execution hereof. If this Agreement is terminated after any Shares and Warrants have been purchased hereunder, the provisions of Sections 3 and 4 hereof shall survive termination of this Agreement. (b) The Representative shall have occurred: (A) a suspension the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or material limitation international event or act or occurrence has materially disrupted, or in trading the opinion of the Representative will in securities generally on the NYSE, immediate future materially disrupt, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in market for the Company's securities or securities in general; or (ii) trading on the NYSE; (C) Trading Market shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Trading Market or by order of the Commission, FINRA or any other governmental authority having jurisdiction; or (iii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) (B) there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (A) or (E), (B), in the judgment of the Representatives, Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Notes Shares and Warrants on the terms and in the manner contemplated by the Prospectus (exclusive of any amendment or supplement thereto). (c) Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Sections 9(b), 11(b)(i) relating to disruptions in the Registration Statement, market for non-Company securities, 11(b)(ii) or 11(b)(iii) hereof), or if the sale of the Securities provided for herein is not consummated because any Disclosure Package condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the Prospectus. If the Representatives elect to terminate this Agreement as provided in this Section 7, part of the Company and each other Underwriter shall be notified promptly in writing. If to perform any agreement herein or comply with any provision hereof, the sale Company will, subject to demand by the Representative, reimburse the Underwriters for only those out-of-pocket expenses (not to exceed $125,000, which amount includes the reasonable fees and expenses of the Notes, as contemplated by this Agreement, is not carried out their counsel up to $100,000), actually incurred by the Underwriters for in connection herewith, less any reason permitted under this Agreement or if such sale is not carried out because Advance previously paid by the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. Company. View More
Effective Date of Agreement Termination. (a) This Agreement shall become effective: (i) effective upon the execution and delivery hereof later of: (i) receipt by the parties hereto; or (ii) if, at Representative and the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering Company of the Notes may commence, when notification of the effectiveness of the registration statement Registration Statement or such... post-effective amendment has been released by (ii) the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, Agreement. Notwithstanding any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution termination of this Agreement, there the provisions of this Section 11 and of Sections [ ], 7, 8, 10, 13 and 14, inclusive, shall remain in full force and effect at all times after the execution hereof. If this Agreement is terminated after any Shares and Warrants have been purchased hereunder, the provisions of Sections 3 and 4 hereof shall survive termination of this Agreement. (b) The Representative shall have occurred: (A) a suspension the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or material limitation international event or act or occurrence has materially disrupted, or in trading the opinion of the Representative will in securities generally on the NYSE, immediate future materially disrupt, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in market for the Company's securities or securities in general; or (ii) trading on the NYSE; (C) Trading Market shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Trading Market or by order of the Commission, FINRA or any other governmental authority having jurisdiction; or (iii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) (B) there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (A) or (E), (B), in the judgment of the Representatives, Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Notes Shares and Warrants on the terms and in the manner contemplated by the Prospectus (exclusive of any amendment or supplement thereto). (c) Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Sections 9(b), 11(b)(i) relating to disruptions in the Registration Statement, market for non-Company securities, 11(b)(ii) or 11(b)(iii) hereof), or if the sale of the Securities provided for herein is not consummated because any Disclosure Package condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the Prospectus. If the Representatives elect to terminate this Agreement as provided in this Section 7, part of the Company and each other Underwriter shall be notified promptly in writing. If to perform any agreement herein or comply with any provision hereof, the sale Company will, subject to demand by the Representative, reimburse the Underwriters for only those out-of-pocket expenses (not to exceed $125,000, which amount includes the reasonable fees and expenses of the Notes, as contemplated by this Agreement, is not carried out their counsel up to $100,000), actually incurred by the Underwriters for in connection herewith, less any reason permitted under this Agreement or if such sale is not carried out because Advance previously paid by the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. Company. View More
Effective Date of Agreement Termination. (a) This Agreement shall become effective: (i) effective upon the execution and delivery hereof of this Agreement by the parties hereto; or (ii) if, hereto. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 5, 6, 8, 9, 10 and 12 through 18, inclusive, shall be in full force and effect at all times after the time execution hereof. (b) The Representatives shall have the right to terminate this Agreement is executed and delivered, it is necessar...y for at any time prior to the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment Closing Date if (A) there has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) been, since the time of execution of this Agreement or since the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, General Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been (exclusive of any material adverse change supplement thereto), any Material Adverse Change or any development involving a prospective material adverse change Material Adverse Effect, whether or not arising in the ordinary course of business, properties, management, financial condition (B) any domestic or results of operations international event or act or occurrence has materially disrupted, or in the opinion of the Company and the Subsidiaries taken as a whole, which would, Representatives will in the judgment of immediate future materially disrupt, the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in market for the Company's securities or securities in general; or (C) if trading in any of the Company's securities, or if trading on the NYSE; (C) New York Stock Exchange generally, shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or by order of the Commission or any other 34 governmental authority having jurisdiction; or (D) if a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (E) any downgrading shall have occurred in the United States; (D) an Company's corporate credit rating or the rating accorded the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (F) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) (ii) if there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (i) or (E), (ii), in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Notes Shares on the terms and in the manner contemplated in by the Registration Statement, any General Disclosure Package and the Prospectus, exclusive of any amendment or the Prospectus. supplement thereto. (c) Any notice of termination pursuant to this Section 11 shall be in writing. (d) If the Representatives elect to terminate this Agreement as shall be terminated pursuant to any of the provisions hereof, or if the sale of the Shares provided in this Section 7, for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company and each other Underwriter shall be notified promptly in writing. If to perform any agreement herein or comply with any provision hereof, the sale Company will, subject to demand by the Representatives, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of the Notes, as contemplated by this Agreement, is not carried out their counsel), incurred by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. connection herewith. View More
Effective Date of Agreement Termination. This (a)This Agreement shall become effective: (i) effective upon the execution and delivery hereof later of: (i) receipt by the parties hereto; or (ii) if, at Representative and the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering Company of the Notes may commence, when notification of the effectiveness of the registration statement Registration Statement or ...such post-effective amendment has been released by (ii) the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, Agreement. Notwithstanding any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution termination of this Agreement, there the provisions of this Section 11 and of Sections 5, 7, 8, 10, 12, 13, 14 and 15, inclusive, shall remain in full force and effect at all times after the execution hereof. If this Agreement is terminated after any Firm Securities or Option Securities have been purchased hereunder, the provisions of Sections 2, 3 and 4 shall survive termination of this Agreement. (b)The Representative shall have occurred: (A) a suspension the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or material limitation international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company's securities or securities in general; (ii) trading in securities generally on the NYSE, the NYSE MKT New York Stock Exchange, Inc. or the The NASDAQ Stock Market Inc.; (B) a suspension LLC shall have 35 been suspended or been made subject to material limitation in limitations, or minimum or maximum prices for trading in the Company's shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE; (C) New York Stock Exchange, Inc. or The NASDAQ Stock Market LLC or by order of the Commission, FINRA or any other governmental authority having jurisdiction; (iii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) (B) there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (A) or (E), (B), in the judgment of the Representatives, Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Notes Firm Securities on the terms and in the manner contemplated by the Prospectus. (c)Any notice of termination pursuant to this Section 11 shall be in writing. (d)If this Agreement shall be terminated pursuant to any of the Registration Statement, any Disclosure Package provisions hereof or if the sale of the Firm Securities or the Prospectus. If Option Securities provided for herein is not consummated because any condition to the Representatives elect to terminate this Agreement as provided in this Section 7, obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company and each other Underwriter shall be notified promptly in writing. If to perform any agreement herein or comply with any provision hereof, the sale Company will, subject to demand by the Representative, reimburse the Underwriters for those out-of-pocket expenses (including the actual, reasonable and documented fees and expenses of the Notes, as contemplated by this Agreement, is not carried out Underwriters' Counsel), actually and reasonably incurred by the Underwriters for any reason permitted under this Agreement or if such sale is in connection herewith in an aggregate amount not carried out because to exceed $75,000, less the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. Advance previously paid. View More
Effective Date of Agreement Termination. (a) This Agreement shall become effective: (i) effective upon the execution and delivery hereof later of: (i) receipt by the parties hereto; or (ii) if, at Representative and the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering Company of the Notes may commence, when notification of the effectiveness of the registration statement Registration Statement or such... post-effective amendment has been released by (ii) the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, Agreement. Notwithstanding any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution termination of this Agreement, there the provisions of this Section 11 and of Sections 5, 7, 8, 10, 13 and 14, inclusive, shall remain in full force and effect at all times after the execution hereof. If this Agreement is terminated after any Shares have been purchased hereunder, the provisions of Sections 2 and 4 hereof shall survive termination of this Agreement. (b) The Representative shall have occurred: (A) a suspension the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or material limitation international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (ii) trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Nasdaq Stock Market Inc.; (B) a suspension shall have been suspended or been made subject to material limitation in limitations, or minimum or maximum prices for trading in the Company's shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE; (C) NYSE MKT or the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authority having jurisdiction; or (iii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (E) (B) there shall have been any other calamity or crisis or any change in financial, political political, financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (A) or (E), (B), in the judgment of the Representatives, Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Notes Shares and Warrants on the terms and in the manner contemplated by the Prospectus. 30 (c) Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Sections 9(b), 11(b)(i) relating to disruptions in the Registration Statement, market for non-Company securities, 11(b)(ii) or 11(b)(iii) hereof), or if the sale of the Securities provided for herein is not consummated because any Disclosure Package condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the Prospectus. If the Representatives elect to terminate this Agreement as provided in this Section 7, part of the Company and each other Underwriter shall be notified promptly in writing. If to perform any agreement herein or comply with any provision hereof, the sale Company will, subject to demand by the Representative, reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Notes, as contemplated by this Agreement, is not carried out their counsel), actually incurred by the Underwriters for in connection herewith, less any reason permitted under this Agreement or if such sale is not carried out because amounts previously paid by the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. Company. View More
Effective Date of Agreement Termination. (a) This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at hereto have executed and delivered this Agreement. (b) The Representatives, on behalf of the time Initial Purchasers, may terminate this Agreement is executed and delivered, it is necessary for at any time at or prior to the registration statement or a post-effective amendment thereto Time of Purchase, by notice to be declared or become effective before the o...ffering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives Company, if (i) (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, Preliminary Offering Memorandum, there has shall have been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition (financial or otherwise), liquidity, results of operations or prospects of the Company and the Subsidiaries taken as a whole, whole the effect of which would, change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery completion of the Notes on offering of Securities contemplated by this Agreement or to enforce contracts for the terms and sale of such Securities, (2) the Company shall be in breach of, default under or non-compliance with any covenant, term or condition of this Agreement, in any material respect, or any representation or warranty given by the manner contemplated Company in the Registration Statement, this Agreement becomes or are false in any 23 Disclosure Package material respect, or the Prospectus, or (ii) (3) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, New York Stock Exchange, the NYSE MKT MKT, NASDAQ or the NASDAQ Stock Market Inc.; TSX, (B) a suspension or material limitation in trading in the Company's securities on NYSE MKT or the NYSE; TSX, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; States or Canada, or (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; war or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, elsewhere if the effect of any such event specified in this clause (D) or (E), (D), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery completion of the Notes on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters offering of the Notes, as Securities contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if to enforce contracts for the sale of such sale is not carried out because Securities or (4) since the Company shall be unable to comply with any time of the terms execution of this Agreement, there shall have occurred any downgrading in or withdrawal of, or any notice or announcement shall have been given or made of any intended or potential downgrading in or withdrawal of, or any watch, review or possible change that does not indicate an affirmation of, or improvement in, any rating accorded any securities of or guaranteed by the Company shall not be or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Section 3(a)(62) of the Exchange Act. (c) In the event of any termination under Section 8(b) hereof, neither party will have any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided other party hereto, except as set forth in Section 10 hereof) or to one another hereunder. 6 hereof, and provided further that the provisions of Sections 4, 6, 10, 13, 14 and 15 hereof shall remain in effect. View More
