Effectiveness of Agreement Contract Clauses (1,756)

Grouped Into 9 Collections of Similar Clauses From Business Contracts

This page contains Effectiveness of Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 23 9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchang...e or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. View More
Found in NOVAVAX INC contract
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Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 23 9. 30 11. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, Underwriter, by notice to the Company, Company and the Selling Stockholders, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or mat...erially limited on or by any of the The New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any national securities exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, Underwriter, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. View More
Found in Planet Fitness, Inc. contract
Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 23 19 9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, Representative, by notice to the Company, if if, after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date Date, (i) trading generally shall have been suspended or materially limited on or by any ...of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) (ii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; authorities or (iv) there has occurred a material disruption in commercial banking or securities settlement or clearance services; or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package Time of Sale Information and the Prospectus. View More
Found in OGLETHORPE POWER CORP contract
Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 23 22 9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on the NYSE or by any of the New York S...tock Exchange or The Nasdaq Stock Market; over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package Time of Sale Information and the Prospectus. View More
Found in Eastman Chemical contract
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Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Found in Berkshire Hathaway contract
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Effectiveness of Agreement. This Agreement shall become effective as of the date first written above upon the execution and delivery hereof by the parties hereto.
Found in Axcella Health Inc. contract
Effectiveness of Agreement. This Agreement shall become effective as of the date first written above upon the execution and delivery hereof by the parties hereto.
Found in Phreesia, Inc. contract
Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Found in Gaming & Leisure Properties, Inc. contract
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Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 19 10. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Issuer covenants and agrees with the Underwriters that it will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Issuer's counsel and accountants in connection with the issue of the Securities and all other expenses... in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof to the Underwriters and dealers; (ii) the cost of printing or producing or distributing each of this Agreement, the Transaction Documents, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(h) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and disbursements of the Trustee and the Paying Agent in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any transfer agent and registrar; (viii) all expenses incurred by the Issuer in connection with any "road show" presentation to potential investors; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that, the Underwriters will pay, except as provided in this Section 10, and Section 7 hereof, all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make, pro rata (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) (with respect to each Underwriter, the "Pro Rata Expenses"). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager (as defined below) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter's fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. (b) If this Agreement is terminated pursuant to Section 8 hereof or if any Underwriter shall default in its obligations hereunder, or if the Underwriters shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason the Securities are not delivered by or on behalf of the Issuer as provided herein, the Issuer will reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Issuer shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Found in Berkshire Hathaway contract
Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 19 10. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, each of the Issuer and the Guarantor, jointly and severally, covenants and agrees with the Underwriters that it will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Issuer's and the Guarantor's counsel and accountants... in connection with the issue of the Securities and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Final Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof to the Underwriters and dealers; (ii) the cost of printing or producing or distributing each of this Agreement, the Transaction Documents, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(h) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities (not including the related legal fees); (vi) the fees, expenses and disbursements of the Trustee and the Paying Agent in connection with the Transaction Documents and the Securities; (vii) the costs and charges of any transfer agent and registrar; (viii) all expenses incurred by the Issuer and the Guarantor in connection with any "road show" presentation to potential investors; investors and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 10. It is understood, however, that, the Underwriters will pay, except as provided in this Section 10, and Section 7 hereof, all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make, pro rata (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) (with respect to each Underwriter, the "Pro Rata Expenses"). Notwithstanding anything contained in the International Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager (as defined below) may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter's fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. make. (b) If this Agreement is terminated pursuant to Section 8 hereof or if any Underwriter shall default in its obligations hereunder, or if the Underwriters shall fail to take and purchase the Securities due to the failure of the condition set forth in Section 6(c) hereof to be met, the Issuer and the Guarantor shall not then be under any liability to any Underwriter except as provided in Section 7 hereof; but for any other reason the Securities are not delivered by or on behalf of the Issuer and the Guarantor as provided herein, the Issuer will and the Guarantor will, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Issuer and the Guarantor shall then be under no further liability to the Underwriters except as provided in Section 7 hereof. View More
Found in Berkshire Hathaway contract
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Effectiveness of Agreement. This Agreement shall be effective upon the Closing of the IPO. 15 [remainder of page intentionally left blank.]
Found in 1847 Goedeker Inc. contract
Effectiveness of Agreement. This Agreement shall be effective upon the Closing of the IPO. 15 [remainder of page intentionally left blank.] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Found in 1847 Holdings LLC contract
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Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 19 9. Termination. This Agreement may be terminated by the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) since the date as of which information is given in the Time of Sale Information and the Prospectus, any Material Adverse Effect or any development that will involve a prospective Material Adverse Effect, whethe...r or not arising in the ordinary course of business; (ii) suspension of trading in securities generally on the New York Stock Exchange, the NYSE Amex Equities or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange or market; (iii) the suspension of trading of the Company's securities by the New York Stock Exchange, the Commission, or any other governmental authority; (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Representatives materially and adversely affects or may materially and adversely affect the business or operations of the Company; (v) the declaration of a banking moratorium by United States, New York State or New Jersey State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States or other relevant jurisdiction; (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the reasonable opinion of the Representatives has a material adverse effect on the securities markets in the United States, or (vii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the sole judgment of the Representatives, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities. View More
Found in Prudential Financial contract
Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 19 -30- 9. Termination. This Agreement may be terminated by the Representatives, Underwriters by notice to the Company, if after the execution and delivery of this Agreement and Company at any time prior to the Closing Date or, in the case of the Option ADSs, the Option Closing Date if any of the following has occurred: (i) since the date respective dates as of which information is given in the Ti...me of Sale Information Registration Statement, the Pricing Disclosure Package and the Prospectus, any Material Adverse Effect material adverse change or any development that will involve involving a prospective Material Adverse Effect, material adverse change in or affecting the earnings, business, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business; (ii) suspension business, if the effect of trading such change or development, in securities generally the Underwriters' judgment, makes it impracticable or inadvisable for the Underwriters to proceed with the public offering or the delivery of the Offered ADSs on the New York Stock Exchange, the NYSE Amex Equities or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange or market; (iii) the suspension of trading of the Company's securities by the New York Stock Exchange, the Commission, or any other governmental authority; (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which terms and in the opinion of the Representatives materially and adversely affects or may materially and adversely affect the business or operations of the Company; (v) the declaration of a banking moratorium by United States, New York State or New Jersey State authorities or a material disruption in commercial banking or securities settlement or clearance services manner contemplated in the United States or other relevant jurisdiction; (vi) Registration Statement, the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in Pricing Disclosure Package and the reasonable opinion of the Representatives has a material adverse effect on the securities markets in the United States, or (vii) Prospectus, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States States, England or Wales would, in the sole judgment Underwriters' judgment, materially impair the investment quality of the Representatives, make Offered ADSs, or (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, or the NASDAQ Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the Underwriters' judgment materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) the suspension of trading of the Company's ADSs by the NASDAQ Global Market, the Commission, or any other governmental authority or, (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the Underwriters' judgment has a material adverse effect on the securities markets in the United States and, in the Underwriters' judgment, makes it impracticable or inadvisable to market the Securities or to enforce contracts for the sale Underwriters to proceed with the public offering or the delivery of the Securities. Offered ADSs on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus. View More
Found in AMARIN CORP PLC contract
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Effectiveness of Agreement. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect in accordance with its terms.
Found in Equillium, Inc. contract
Effectiveness of Agreement. Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect in accordance with its terms. effect.
Found in American BriVision (Holding) Corp contract
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Effectiveness of Agreement. This Agreement shall only be effective upon the consummation of the transaction contemplated by the Share Exchange Agreement. If the transactions contemplated by the Share Exchange Agreement shall not be consummated, this Agreement and the provisions thereof (even though fully executed) shall be void and of no force and effect whatsoever.
Found in Artemis Therapeutics, Inc. contract
Effectiveness of Agreement. This Agreement shall only be effective upon the consummation of the transaction contemplated by the Share Exchange Agreement. Mayne SPA. If the transactions contemplated by the Share Exchange Agreement Mayne SPA shall not be consummated, this Agreement and the provisions thereof (even though fully executed) shall be void and of no force and effect whatsoever.
Found in HedgePath Pharmaceuticals, Inc. contract
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Effectiveness of Agreement. This Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or other agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, as the time such act or omission occurred. The Company's obligations hereunder shall continue ...as to Indemnitee if he or she ceases to be a director, officer, employee or agent. View More
Found in DERMAdoctor, Inc. contract
Effectiveness of Agreement. This Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee employee, trustee, fiduciary or other agent of the Company, or was serving at the request of the Company as a director, officer, employee employee, trustee, fiduciary or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, as at t...he time such act or omission occurred. The Company's obligations hereunder shall continue as to Indemnitee if he or she ceases to be a director, officer, employee or agent. View More
Found in Genpact LTD contract
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Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.
Found in WASHINGTON REAL ESTATE INVESTMENT TRUST contract
Effectiveness of Agreement. This Agreement shall become effective upon the execution as of the date first written above.
Found in Aptinyx Inc. contract
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