Effective Date of Agreement Clause Example with 5 Variations from Business Contracts

Effective Date of Agreement. This Agreement shall become effective: (i) effective upon the later of (a) the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed Parties in accordance with Section 19 hereof and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared or become effective before the offering (b) release of the Shares may commence, when notification of the effectiveness of such post-effective amendment has been rele...ased the Registration Statement by the Commission. Until such time Commission; provided, however, that the provisions of Sections 5 and 6 shall at all times be effective as from the execution and delivery of this Agreement shall have become effective, it may be terminated by the Company, by notifying you, or by you, as Representatives of the several Underwriters, by notifying the Company. Parties. 9. Defaulting Underwriters. 9.1. If (a) any one or more of the Underwriters shall fail or refuse to purchase Shares which Firm Units that it or they are obligated have agreed to purchase hereunder on the Closing Date, hereunder, and (b) the aggregate number of Shares which Firm Units that such defaulting Underwriter or Underwriters are obligated agreed but fail failed or refuse refused to purchase is not more than one-tenth (1/10) of the aggregate number of Shares which the Underwriters are obligated Firm Units (including after giving effect to any arrangements between you and the Partnership for the purchase on of the Closing Date, Firm Units as referred to under Section 9.2(c) hereof), each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Shares which Firm Units that such defaulting Underwriter or Underwriters are obligated, agreed, but fail failed or refuse, refused to purchase. 9.2. If (a) any one Underwriter or more of the Underwriters shall fail or refuse to purchase Shares which it or they are obligated to purchase on the Closing Date and Firm Units, (b) the aggregate number of Shares Firm Units with respect to which such default occurs is more than one-tenth (1/10) of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date Firm Units and (c) arrangements satisfactory to you and the Company Partnership for the purchase of such Shares by one or more non-defaulting Underwriters or other 23 party or parties approved by you and the Company Firm Units are not made within 36 forty-eight (48) hours after such default, either you or the Partnership shall have the right to: (i) terminate this Agreement will terminate without any liability on the part of any non-defaulting Underwriter or, except as provided in Sections 5 and 6 hereof, the TXO Parties; or the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to (ii) postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement Statement, the Time of Sale Information and the Prospectus or any other documents or arrangements may be effected. 9.3. Any action taken under this paragraph Section 9 shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter thereof under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter. View More

Effective Date of Agreement. This Agreement shall become effective: (i) effective 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 a post-effective amendment to the Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have becom...e effective, it may be terminated by the Company, by notifying you, or by you, as Representatives of the several Underwriters, by notifying the Company. hereto. 30 13. Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which that it or they are obligated have agreed to purchase hereunder on the Closing Date, hereunder, and the aggregate number of Firm Shares which that such defaulting Underwriter or Underwriters are obligated agreed but fail failed or refuse refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which that such defaulting Underwriter or Underwriters are obligated, agreed, but fail failed or refuse, refused to purchase. If any one Underwriter or more of the Underwriters shall fail or refuse to purchase Firm Shares which it or they are obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares by one or more non-defaulting Underwriters or other 23 party or parties approved by you and the Company are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case which that does not result in termination of this Agreement, either you the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter. View More

Effective Date of Agreement. This Agreement shall become effective: (i) effective upon the execution and delivery hereof by the parties hereto; or (ii) if, provided, however, that the provisions of Sections 7 and 8 shall at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to all times be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of such post-effective amendment has been rel...eased by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying you, or by you, as Representatives of the several Underwriters, by notifying the Company. effective. 29 11. Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which that it or they are obligated have agreed to purchase hereunder on the Closing Date, hereunder, and the aggregate number of Firm Shares which that such defaulting Underwriter or Underwriters are obligated agreed but fail failed or refuse refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which that such defaulting Underwriter or Underwriters are obligated, agreed, but fail failed or refuse, refused to purchase. If any one Underwriter or more of the Underwriters shall fail or refuse to purchase Firm Shares which it or they are obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you and the Company for the purchase of such Firm Shares by one or more non-defaulting Underwriters or other 23 party or parties approved by you and the Company are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case which that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter. View More

Effective Date of Agreement. This Agreement shall become effective: (i) effective upon the later of (a) the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed hereto and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared or become effective before the offering (b) release of the Shares may commence, when notification of the effectiveness of such post-effective amendment has been released the Registration Statement by the... Commission. Until such time as this Agreement Commission; provided, however, that the provisions of Sections 7 and 8 shall have become effective, it may at all times be terminated by the Company, by notifying you, or by you, as Representatives of the several Underwriters, by notifying the Company. effective. 27 11. Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares which that it or they are obligated have agreed to purchase hereunder on the Closing Date, hereunder, and the aggregate number of Firm Shares which that such defaulting Underwriter or Underwriters are obligated agreed but fail failed or refuse refused to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares which that such defaulting Underwriter or Underwriters are obligated, agreed, but fail failed or refuse, refused to purchase. If any one Underwriter or more of the Underwriters shall fail or refuse to purchase Firm Shares which it or they are obligated to purchase on the Closing Date and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you and the Company for the purchase of such Firm Shares by one or more non-defaulting Underwriters or other 23 party or parties approved by you and the Company are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case which that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter. View More

Effective Date of Agreement. 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 a post-effective amendment to the Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effectiv...e, it may be terminated by the Company, by notifying you, or by you, as Representatives of the several Underwriters, by notifying the Company. If any one or more of the Underwriters shall fail or refuse to purchase Shares which it or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. If any one or more of the Underwriters shall fail or refuse to purchase Shares which it or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to you and the Company for the purchase of such Shares by one or more non-defaulting Underwriters or other 23 party or parties approved by you and the Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 9 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter. 23 10. Termination. This Agreement shall be subject to termination in your absolute discretion, without liability on the part of any Underwriter to the Company by notice to the Company, if prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares, as the case may be), (i) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, net worth or results of operations of the Company, the Subsidiaries or the Partnerships, whether or not arising in the ordinary course of business, (ii) trading in securities generally on the NYSE, the NYSE American, Nasdaq Global Select Market or the Nasdaq Global Market shall have been suspended or materially limited, (iii) a general moratorium on commercial banking activities in New York or California shall have been declared by either federal or state authorities, or (iv) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to commence or continue the offering of the Shares at the offering price to the public set forth on the cover page of the Prospectus or to enforce contracts for the resale of the Shares by the Underwriters. Notice of such termination may be given to the Company by telegram, telecopy or telephone and shall be subsequently confirmed by letter. View More