Effective Date of this Agreement and Termination Thereof Clause Example with 434 Variations from Business Contracts
This page contains Effective Date of this Agreement and Termination Thereof 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 this Agreement and Termination Thereof. 8.1 Effective Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party. 8.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets... in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Variations of a "Effective Date of this Agreement and Termination Thereof" Clause from Business Contracts
Effective Date of this Agreement and Termination Thereof. 8.1 Effective Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party. 8.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your the Representative's opinion will in the immediate future materially disrupt, gener...al securities markets in the United States; or (ii) if trading on the New York Stock Exchange NYSE Euronext, the NASDAQ Global Market or the Nasdaq Stock NASDAQ Capital Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your the Representative's opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; Shares, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative's reasonable judgment would make it impracticable to proceed with the offering, Offering, sale and/or delivery of the Public Securities securities or to enforce contracts made by the Underwriters for the sale of the Public Securities. securities. 19 8.3 Expenses. Notwithstanding anything to the contrary in this Agreement, except Except in the case of a default by the Underwriters, Underwriters pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated promptly pay the Representative its accrued but unpaid fees and unreimbursed expenses incurred up to pay to and as of the date of termination. 8.4 Fee Tail. Except in the case of a default by the Underwriters their actual pursuant to Section 6.2 above, if (a) this Agreement is terminated and accountable out-of-pocket expenses related (b) within one (1) year of the date of termination, the Company consummates or enters into an agreement (i) providing for a sale of shares of its Common Stock or other of its securities or (ii) to obtain financing or other benefits, in each case with any person introduced by the transactions contemplated herein Representative (the "Tail Investors") prior to such termination, then due and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand the Company shall promptly pay the full Representative an amount thereof equal to the Representative on behalf 7% of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance gross proceeds received by the Company in such transaction. The Representative will be reimbursed shall deliver to the Company to within 10 days of the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, a list of all Tail Investors, which list shall be deemed to be accepted by the provisions Company unless the Company objects to any such Tail Investor within 10 days of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers its receipt of the Company submitted pursuant hereto, shall remain operative and list from the Representative, upon which time the parties will discuss in full force and effect regardless of (i) any investigation made by good faith the exclusion or on behalf inclusion of any Underwriter such individual or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling entity as a Tail Investor. Any and all fees payable under this Section 8.4 shall be payable upon the Company or (ii) delivery closing of and payment for the Public Securities. such transaction. View More
Effective Date of this Agreement and Termination Thereof. 8.1 9.1 Effective Date. This Agreement shall become effective when both on the Company and Effective Date at the Representative have executed time the same and delivered counterparts of such signatures to Registration Statement is declared effective by the other party. 8.2 Commission. 35 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, (i) if any domestic or international event or act or occurrence has materially susp...ended or materially limited disrupted, or in your the Representative's opinion will in the immediate future materially disrupt, general securities trading on the NYSE or NASDAQ; markets in the United States; or (ii) if a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; Exchange; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; Federal authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or malicious act which, whether or not such loss shall have been insured, natural disaster ), will, in your the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; hereunder, or (viii) if the Representative there shall have become aware after occurred any outbreak or escalation of hostilities, declaration by the date hereof United States of a national emergency or war, or other national or international calamity or crisis the effect of which on financial markets is such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as to make it, in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 9.3 Expenses. Notwithstanding anything If the sale of the Firm Units provided for herein is not consummated because any condition to the contrary obligations of the Underwriters set forth in this Agreement, except in Section 4 hereof is not satisfied, because of any termination pursuant to Section 9.2 hereof or because of any refusal, inability or failure on the case part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to will reimburse the Underwriters their actual severally through the Representative on demand for all reasonable and accountable documented out-of-pocket expenses related to the transactions contemplated herein then due (including reasonable and payable (including the documented fees and disbursements of Representative Counsel) up counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. The expenses to $50,000 and upon demand be incurred by the Company in respect of background checks shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 exceed $[ ] per individual. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Effective Date of this Agreement and Termination Thereof. 8.1 9.1 Effective Date. This Agreement shall become effective when both on the Company and Effective Date at the Representative have executed time the same and delivered counterparts of such signatures to Registration Statement is declared effective by the other party. 8.2 Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, (i) if any domestic or international event or act or occurrence has materially suspend...ed or materially limited disrupted, or in your the Representative's opinion will in the immediate future materially disrupt, general securities trading on the NYSE or NASDAQ; markets in the United States; or (ii) if a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; Exchange; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; Federal authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or malicious act which, whether or not such loss shall have been insured, natural disaster ), will, in your the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; hereunder, or (viii) if the Representative there shall have become aware after occurred any outbreak or escalation of hostilities, declaration by the date hereof United States of a national emergency or war, or other national or international calamity or crisis the effect of which on financial markets is such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as to make it, in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 9.3 Expenses. Notwithstanding anything If the sale of the Firm Units provided for herein is not consummated because any condition to the contrary obligations of the Underwriters set forth in this Agreement, except in Section 4 hereof is not satisfied, because of any termination pursuant to Section 9.2 hereof or because of any refusal, inability or failure on the case part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to will reimburse the Underwriters their actual severally through the Representative on demand for all reasonable and accountable documented out-of-pocket expenses related to the transactions contemplated herein then due (including reasonable and payable (including the documented fees and disbursements of Representative Counsel) up counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. The expenses to $50,000 and upon demand be incurred by the Company in respect of background checks shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 exceed $0 per individual. 35 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Effective Date of this Agreement and Termination Thereof. 8.1 9.1 Effective Date. This Agreement shall become effective when both on the Company and Effective Date at the Representative have executed time the same and delivered counterparts of such signatures to Registration Statement is declared effective by the other party. 8.2 Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, (i) if any domestic or international event or act or occurrence has materially suspend...ed or materially disrupted, or in your the Representative's opinion will in the immediate future materially disrupt, general securities trading on the NYSE or NASDAQ; markets in the United States; or (ii) if a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; Exchange; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; Federal authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or malicious act which, whether or not such loss shall have been insured, natural disaster ), will, in your the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; hereunder, or (viii) if the Representative there shall have become aware after occurred any outbreak or escalation of hostilities, declaration by the date hereof United States of a national emergency or war, or other national or international calamity or crisis the effect of which on financial markets is such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as to make it, in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 9.3 Expenses. Notwithstanding anything If the sale of the Firm Units provided for herein is not consummated because any condition to the contrary obligations of the Underwriters set forth in this Agreement, except in Section 4 hereof is not satisfied, because of any termination pursuant to Section 9.2 hereof or because of any refusal, inability or failure on the case part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to will reimburse the Underwriters their actual severally through the Representative on demand for all reasonable and accountable documented out-of-pocket expenses related to the transactions contemplated herein then due (including reasonable and payable (including the documented fees and disbursements of Representative Counsel) up counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. The expenses to $50,000 and upon demand be incurred by the Company in respect of background checks, which shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 $0. 34 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Effective Date of this Agreement and Termination Thereof. 8.1 Effective 9.1.Effective Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts of such signatures to the other party. 8.2 Termination. in accordance with Section 10.7 hereof. 9.2.Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date, Date: (i) if any domestic or international event or act or occurrence has materially disrupted, o...r disrupted or, in your opinion each Representative's sole opinion, will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange NYSE, the NYSE American LLC, Nasdaq Capital Markets or on the Nasdaq Stock Market LLC OTC Bulletin Board (or successor trading market) shall have been suspended or materially limited, suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your each Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or Units; (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder; hereunder are breached; or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of Material Adverse Effect on the Company, or such adverse material change in general market conditions conditions, including, without limitation, as a result of terrorist activities or any other calamity or crisis either within or outside the United States after the date hereof, or any increase in any of the foregoing, as in the each Representative's sole EarlyBirdCapital, Inc. __________, 2021 judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by Firm Units on the Underwriters for the sale of the Public Securities. 8.3 Expenses. Notwithstanding anything to the contrary in this Agreement, except terms and in the case of a default by manner contemplated in the Underwriters, pursuant to Section 6.2 above, in Prospectus. 9.3.Expenses. In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket out of pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received be governed by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 Indemnification. Section 3.12 hereof. 9.4.Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Effective Date of this Agreement and Termination Thereof. 8.1 9.1 Effective Date. This Agreement shall become effective when both on the Company and Effective Date at the Representative have executed time the same and delivered counterparts of such signatures to Registration Statement is declared effective by the other party. 8.2 Commission. 34 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, (i) if any domestic or international event or act or occurrence has materially susp...ended or materially limited disrupted, or in your the Representative's opinion will in the immediate future materially disrupt, general securities trading on the NYSE or NASDAQ; markets in the United States; or (ii) if a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; Exchange; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; Federal authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or malicious act which, whether or not such loss shall have been insured, natural disaster ), will, in your the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; hereunder, or (viii) if the Representative there shall have become aware after occurred any outbreak or escalation of hostilities, declaration by the date hereof United States of a national emergency or war, or other national or international calamity or crisis the effect of which on financial markets is such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as to make it, in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 9.3 Expenses. Notwithstanding anything If the sale of the Firm Units provided for herein is not consummated because any condition to the contrary obligations of the Underwriters set forth in this Agreement, except in Section 4 hereof is not satisfied, because of any termination pursuant to Section 9.2 hereof or because of any refusal, inability or failure on the case part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to will reimburse the Underwriters their actual severally through the Representative on demand for all reasonable and accountable documented out-of-pocket expenses related to the transactions contemplated herein then due (including reasonable and payable (including the documented fees and disbursements of Representative Counsel) up to $50,000 counsel) that shall have been incurred by them in connection with the proposed purchase and upon demand the Company shall pay the full amount thereof to the Representative on behalf sale of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 Securities. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Effective Date of this Agreement and Termination Thereof. 8.1 9.1 Effective Date. This Agreement shall become effective when both on the Company and Effective Date at the Representative have executed time the same and delivered counterparts of such signatures to Registration Statement is declared effective by the other party. 8.2 Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, (i) if any domestic or international event or act or occurrence has materially suspend...ed or materially limited disrupted, or in your the Representative's opinion will in the immediate future materially disrupt, general securities trading on the NYSE or NASDAQ; markets in the United States; or (ii) if a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; Exchange; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; Federal authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or malicious act which, whether or not such loss shall have been insured, natural disaster ), will, in your the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; hereunder, or (viii) if the Representative there shall have become aware after occurred any outbreak or escalation of hostilities, declaration by the date hereof United States of a national emergency or war, or other national or international calamity or crisis the effect of which on financial markets is such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as to make it, in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 9.3 Expenses. Notwithstanding anything If the sale of the Firm Units provided for herein is not consummated because any condition to the contrary obligations of the Underwriters set forth in this Agreement, except in Section 4 hereof is not satisfied, because of any termination pursuant to Section 9.2 hereof or because of any refusal, inability or failure on the case part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to will reimburse the Underwriters their actual severally through the Representative on demand for all reasonable and accountable documented out-of-pocket expenses related to the transactions contemplated herein then due (including reasonable and payable (including the documented fees and disbursements of Representative Counsel) up to $50,000 counsel) that shall have been incurred by them in connection with the proposed purchase and upon demand the Company shall pay the full amount thereof to the Representative on behalf sale of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 Securities. 34 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Effective Date of this Agreement and Termination Thereof. 8.1 7.1 Effective Date. This Agreement shall become effective when both the Company and the Representative Placement Agent have executed the same and delivered counterparts of such signatures to the other party. 8.2 7.2 Termination. The Representative Placement Agent shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materi...ally disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC any other exchange shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; Units; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative Placement Agent shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative's Placement Agent's judgment would make it impracticable to proceed with the offering, sale -29- and/or delivery of the Public Securities or to enforce contracts made by the Underwriters Placement Agent for the sale of the Public Securities. 8.3 7.3 Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters Placement Agent their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Placement Agent Counsel) up to $50,000 $100,000, inclusive of the $35,000 advance for accountable expenses previously paid by the Company to the Placement Agent (the "Advance") and upon demand the Company shall pay the full amount thereof to the Representative Placement Agent on behalf of the Underwriters; Placement Agent; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received by the Representative Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 7.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 7.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter the Placement Agent or its Affiliates or selling agents, any person controlling any Underwriter, the Placement Agent, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities. View More
Effective Date of this Agreement and Termination Thereof. 8.1 9.1. Effective Date. This Agreement shall become effective when both on the Company and Effective Date at the Representative have executed time the same and delivered counterparts of such signatures to Registration Statement is declared effective by the other party. 8.2 Commission. 9.2. Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, Date: (i) if any domestic or international event or act or occurrence has materially dis...rupted, or disrupted or, in your opinion the Representative's sole opinion, will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange NYSE, the NYSE MKT LLC, NASDAQ or on the Nasdaq Stock Market LLC OTC Bulletin Board (or successor trading market) shall have been suspended or materially limited, suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction; jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or Ordinary Shares, (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder; hereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of Material Adverse Effect on the Company, or such adverse material change in general market conditions conditions, including, without limitation, as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Ordinary Shares or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 Ordinary Shares. EarlyBirdCapital, Inc. __________, 2019 Page 38 of 45 9.3. Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket out of pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received be governed by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 Section 3.12 hereof. 9.4. Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
Effective Date of this Agreement and Termination Thereof. 8.1 9.1. Effective Date. This Agreement shall become effective when both on the Company and Effective Date at the Representative have executed time the same and delivered counterparts of such signatures to Registration Statement is declared effective by the other party. 8.2 Commission. 9.2. Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, Date: (i) if any domestic or international event or act or occurrence has materially dis...rupted, or disrupted or, in your opinion the Representative's sole opinion, will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange Exchange, the NYSE MKT LLC, Nasdaq or on the Nasdaq Stock Market LLC OTC Bulletin Board (or successor trading market) shall have been suspended or materially limited, suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction; jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities; hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including without limitation a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in your the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or Ordinary Shares, (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder; hereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of Material Adverse Effect on the Company, or such adverse material change in general market conditions conditions, including, without limitation, as a result of terrorist activities or any other calamity (including without limitation a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Ordinary Shares or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 Ordinary Shares. I-Bankers Securities, Inc. ________, 2023 Page 40 of 44 9.3. Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket out of pocket expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand the Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received be governed by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 Section 3.12 hereof. 9.4. Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof. 8.5 Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.View More
