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 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 disrupt...ed, or in your the Representative's 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, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Stock Capital Market LLC or quoted on the OTCBB 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 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; 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 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 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 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 Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 28 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 Company shall (i) reimburse the Representative for the full amount of its actual accountable out of pocket expenses incurred to such date (which shall include, but shall not 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 limited to, all reasonable fees and disbursements of the Representative's counsel, mailing, printing and reproduction expense and any expenses incurred by the Representative Counsel) in conducting its due diligence) up to $50,000 $75,000, and upon demand (ii) reimburse the Company shall pay Representative for the full amount thereof of background checks of the Company's officers and directors, travel, lodging and road show expenses incurred to such date, less the amounts previously paid to the Representative on behalf of the Underwriters; provided, however, that as an advance and in reimbursement for such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received expenses. The expenses to be incurred by the Representative will be reimbursed to the Company to the extent in respect of background checks shall not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 exceed $2,500 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 disrupt...ed, or in your the Representative's 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, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Stock Capital Market LLC or quoted on the OTCBB 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 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; 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 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 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 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 Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 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 Company shall (i) reimburse the Representative for the full amount of its actual accountable out of pocket expenses incurred to such date (which shall include, but shall not 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 limited to, all reasonable fees and disbursements of the Representative's counsel, mailing, printing and reproduction expense and any expenses incurred by the Representative Counsel) in conducting its due diligence) up to $50,000 $75,000, and upon demand (ii) reimburse the Company shall pay Representative for the full amount thereof of background checks of the Company's officers and directors, travel, lodging and road show expenses incurred to such date, less the amounts previously paid to the Representative on behalf of the Underwriters; provided, however, that as an advance and in reimbursement for such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received expenses. The expenses to be incurred by the Representative will be reimbursed to the Company to the extent in respect of background checks shall not actually incurred in compliance with FINRA Rule 5110(f)(2)(C). 8.4 exceed $2,500 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. Imperial Capital, LLC[________], 2020 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 disrupted, 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 American 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 Common Stock, (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 Common Stock or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 Common Stock. 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 the Offering is not be carried out consummated for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) 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 shall be governed by Section 3.11 hereof and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand (ii) the Company shall pay the full amount thereof to reimburse the Representative on behalf of the Underwriters; provided, however, that such expense cap for any costs and expenses incurred in no way limits or impairs the indemnification and contribution connection with enforcing any 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 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 the Representative have executed the same and delivered counterparts of such signatures to the other party. 8.2 Effective Date. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, Date by notice given to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your the Represen...tative's 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, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Stock Capital Market LLC or quoted on the OTCBB 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 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 Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or market; (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 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 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 conditions, including without limitation as a result of terrorist activities after the date hereof, that is so material and adverse as, in the Representative's judgment sole 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 Units. 28 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, other than solely because of the termination of this Agreement pursuant to Section 6 hereof, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of 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 shall be governed by Section 3.9 hereof and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand (ii) the Company shall pay the full amount thereof to reimburse the Representative on behalf of the Underwriters; provided, however, that such expense cap for any costs and expenses incurred in no way limits or impairs the indemnification and contribution connection with enforcing any 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 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 10.1. 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. 10.2. 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, or disrupted or, in your opinion the Representatives' 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 American, 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 Representatives' 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 Representative's Representatives' sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Firm Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 Firm Units. Roth Capital Partners, LLC July 19, 2021 10.3. 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 3.11 hereof. 10.4. 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 American, 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 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 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 Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Firm Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 Firm Units. EarlyBirdCapital, Inc. ________, 2020 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 the Representative have executed the same and delivered counterparts of such signatures to the other party. 8.2 Effective Date. 9.2 Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to any the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your the Representatives' 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, the Nasdaq Global Select Market, Nasdaq or the Nasdaq Stock Capital Market LLC 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 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 shall have been declared by a New York State or federal Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or market; (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 Representatives' 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 representations, warranties or covenants hereunder; 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 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 Representatives' 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 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, (i) 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 shall be governed by Section 3.9 hereof and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand (ii) the Company shall pay reimburse the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap Representatives for any costs and expenses incurred in no way limits or impairs the indemnification and contribution connection with enforcing any 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 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 9.1Effective 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 Termination. Commission. 9.2Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, if (i) if any domestic or international event or act or occurrenc...e has materially disrupted, or in your the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if (i) trading on the New York Stock Exchange (the "NYSE"), the NYSE American, Nasdaq, the Nasdaq Global Select Market or the Nasdaq Stock Capital Market LLC or quoted on the OTCBB 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 or by order of the Commission or any other government authority having jurisdiction; or (iii) if (i) the United States shall have become involved in a new war or an increase in existing major hostilities; or (iv) if (i) a banking moratorium has been declared by a New York State or federal Federal authority; or (v) if (i) a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if market; (i) 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 (vii) if Units; (i) the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if (i) 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 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 Units 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 9.3Expenses. 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, (i) 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 shall be governed by Section 3.10 hereof and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand (i) the Company shall pay the full amount thereof to reimburse the Representative on behalf of the Underwriters; provided, however, that such expense cap for any costs and expenses incurred in no way limits or impairs the indemnification and contribution connection with enforcing any 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. 9.4Indemnification. 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 10.1. 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. 10.2. 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, or disrupted or, in your opinion the Representatives' 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 or ("NYSE"), the NYSE American LLC, Nasdaq, the Nasdaq Stock Market LLC or the 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 Representatives' sole opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or Common Stock, (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunder; hereunder are materially 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 after the date hereof, as in the Representative's Representatives' sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Securities Common Stock or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 Common Stock. 10.3. 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 the Offering is not be carried out consummated for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of 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 shall be governed by Section 3.11 hereof and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand (ii) the Company shall pay reimburse the full amount thereof to the Representative on behalf of the Underwriters; provided, however, that such expense cap Representatives for any costs and expenses incurred in no way limits or impairs the indemnification and contribution connection with enforcing any 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 10.4. 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 Sections 5 shall remain in full force and effect and 6 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 10.1 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. 10.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to any the Closing Date, if (i) if any domestic or international event or act or occurrence has materially di...srupted, or in your the Representative's 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 (the "NYSE"), the NYSE American, Nasdaq, the Nasdaq Global Select Market or the Nasdaq Stock Capital Market LLC or quoted on the OTCBB 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 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 Federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or market; (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 Units; (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 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 Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 8.3 10.3 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, (i) 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 shall be governed by Section 3.10 hereof and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand (ii) the Company shall pay the full amount thereof to reimburse the Representative on behalf of the Underwriters; provided, however, that such expense cap for any costs and expenses incurred in no way limits or impairs the indemnification and contribution connection with enforcing any 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 24 10.4 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
