Notices Clause Example with 25 Variations from Business Contracts
This page contains Notices 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.
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, or faxed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street New York, New York 10281-8098 Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 if to the I...ssuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) This Agreement may be terminated by you at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective change, has had or is reasonably likely to have a Material Adverse Effect, (ii) any outbreak, attack, or escalation of hostilities or declaration of war, national emergency, act of terrorism or other national or international calamity or crisis or change in economic, financial 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 absolute discretion of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either 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 your opinion materially and adversely affects or is reasonably likely to materially and adversely affect the business or operations of the Issuer, (v) declaration of a banking moratorium by United States or New York State authorities, (vi) the suspension of trading of the Issuer's common stock by The Nasdaq Stock 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 your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Variations of a "Notices" Clause from Business Contracts
Notices. All notices, consents, approvals, waivers or other communications hereunder (each, a "Notice") required or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and, except and shall be (i) delivered personally or by commercial messenger, (ii) sent via a recognized overnight courier service, (iii) sent by registered or certified mail, postage pre-paid and return receipt requested, or (iv) sent by e-mail or facsimile transmission, provided confirmation of rece...ipt is received by sender and the original Notice is sent or delivered contemporaneously by an additional method provided in this Section 9; in each case so long as otherwise provided herein, will be mailed, delivered, or faxed and confirmed as follows: if such Notice is addressed to the Underwriters, to RBC Capital Markets, intended recipient thereof as set forth below. Any party may change its address specified below by giving each party Notice of such change in accordance with this Section 9. Any Notice shall be deemed given upon actual receipt (or refusal of receipt). To the Underwriters: JonesTrading Institutional Services LLC Three World Financial Center, 8th Floor 200 Vesey Street New York, New York 10281-8098 Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with 32133 Lindero Canyon Road, Suite 208 Westlake Village, CA 91361 Fax No. : (818) 879-5481 Attn: Trent McNair Email: trentm@jonestrading.com With a copy to: JonesTrading Institutional Services LLC 155 Federal Street, Suite 1002 Boston, MA 02110 Attn: Steve Chmielewski, Esq. E-mail: steve@jonestrading.com With a copy to (which shall not constitute notice) to: Morgan, Lewis notice): Duane Morris LLP One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, NJ 07102 Attention: Dean Colucci, Esq. email: dmcolucci@duanemorris.com -24- To the Company: Catalyst Biosciences, Inc. 60 Littlefield Avenue South San Francisco, CA 94080 Attn: Fletcher Payne E-mail: fpayne@catbio.com With a copy to (which shall not constitute notice): Morrison & Bockius Foerster LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) 755 Page Mill Road Palo Alto California 94304-1018 Attn: Stephen Thau E-mail: sthau@mofo.com 10. Termination. This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus, any material adverse change or any development involving a prospective change, has had development, that individually or is in the aggregate, would reasonably likely be expected to have a Material Adverse Effect, material adverse change in the earnings, business, management, properties, assets, rights, 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, except as set forth in the General Disclosure Package and the Final Prospectus; (ii) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, Shares; (iii) suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange NASDAQ Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, 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 your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, Company; (v) the declaration of a banking moratorium by the United States or New York State authorities, authorities; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); or (vii) the suspension of trading of the Issuer's Company's common stock by The Nasdaq Stock Market, NASDAQ, the Commission, 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 your reasonable opinion has a material adverse effect on the securities markets in the United States; authority; or (b) as provided in Sections Section 6 and 9 8 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All notices, consents, approvals, waivers or other communications hereunder (each, a "Notice") required or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and, except and shall be (i) delivered personally or by commercial messenger, (ii) sent via a recognized overnight courier service, (iii) sent by registered or certified mail, postage pre-paid and return receipt requested, or (iv) sent by e-mail or facsimile transmission, provided confirmation of rece...ipt is received by sender and the original Notice is sent or delivered contemporaneously by an additional method provided in this Section 8; in each case so long as otherwise provided herein, will be mailed, delivered, or faxed and confirmed as follows: if such Notice is addressed to the Underwriters, to RBC Capital Markets, intended recipient thereof as set forth below. Any party may change its address specified below by giving each party Notice of such change in accordance with this Section 8. Any Notice shall be deemed given upon actual receipt (or refusal of receipt). To the Underwriter: JonesTrading Institutional Services LLC Three World Financial Center, 8th Floor 200 Vesey Street New York, New York 10281-8098 Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with 155 Federal Street, Suite 1002 Boston, MA 02110 Attn: Steve Chmielewski, Esq. E-mail: steve@jonestrading.com With a copy to (which shall not constitute notice) to: Morgan, Lewis notice): Duane Morris LLP One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, NJ 07102 Attention: Dean Colucci, Esq. email: dmcolucci@duanemorris.com To the Company: Aeglea BioTherapeutics, Inc. 901 S. MoPac Expressway Barton Oaks Plaza One Suite 250 Austin, TX 78746 Attn: Chief Financial Officer E-mail: cyork@aegleabio.com With a copy to (which shall not constitute notice): Fenwick & Bockius West LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) 555 California Street San Francisco, CA 94104 Attn: Robert A. Freedman, Esq. E-mail: rfreedman@fenwick.com -24- 9. Termination. This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus, any material adverse change or any development involving a prospective change, has had development, that singularly or is in the aggregate, would reasonably likely be expected to have a Material Adverse Effect, material adverse change in the earnings, business, management, properties, assets, rights, 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, except as set forth in the General Disclosure Package and the Final Prospectus; (ii) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, Shares; (iii) suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange NASDAQ Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, 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 your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, Company; (v) the declaration of a banking moratorium by the United States or New York State authorities, authorities; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); or (vii) the suspension of trading of the Issuer's Company's common stock by The Nasdaq Stock Market, NASDAQ, the Commission, 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 your reasonable opinion has a material adverse effect on the securities markets in the United States; authority; or (b) as provided in Sections Section 6 and 9 of this Agreement. 27 12. SUCCESSORS. Agreement 10. Successors. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters Underwriter, the Company and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any the Underwriter shall be deemed a successor or assign merely because of such purchase. View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Barclays Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street Inc., 745 Seventh Avenue, New York, New York 10281-8098 NY 10019, Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 and William Blair Registration (Fax: (646) 834-8133) or Stifel, Nicolaus... & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 Incorporated, 787 Seventh Avenue, 11th Floor, New York, NY 10019; if to the Issuer, Company, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 c/o SiTime Corporation at 5451 Patrick Henry Drive, Santa Clara, California, 95054, Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Rajesh Vashist; and if to the Selling Stockholder, to MegaChips Corporation at 1-1-1 Miyahara, Yodogawa-ku, Osaka 532-0003 Japan, Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) CEO. -29- 12. Termination. This Agreement may be terminated by you by notice to the Sellers (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective change, has had material adverse change in or is reasonably likely to have affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, (ii) whole, whether or not arising in the ordinary course of business; any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) Shares; suspension of trading in securities generally on the New York Stock Exchange or the American Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, (iv) exchange; the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, (v) Company; the declaration of a banking moratorium by the United States or New York State authorities, (vi) authorities; any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); the suspension of trading of the Issuer's Company's common stock by The Nasdaq New York Stock Market, Exchange or the Commission, Exchange, the Commission or any other governmental authority, authority; or (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 8 and 9 10 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street to: UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10281-8098 10019, Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005, Attention: Michael Goldberg, Equity Capit...al Markets — Syndicate Director Fax: Desk, fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 797-9344 , with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel Fax: (312) 551-4646 Counsel, fax: (212) 797-4564, and Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036; if to the Issuer, Company to Agile Therapeutics, Advanced Disposal Services, Inc. 101 Poor Farm Road Princeton, Michael Slattery, 90 Fort Wade Road, Ponte Vedra, FL, 32801; if to Star Atlantic Waste Holdings, L.P., 277 Park Avenue, 45th Floor, New Jersey 08540 26 Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 11. York, New York 10172; if to BTG Pactual International Portfolio Fund II SPC, Segregated Portfolio BTGPH Corp Hedge, 1209 Orange Street, Wilmington, Delaware 19801. 29 12. TERMINATION. (a) This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective change, has had material adverse change in or is reasonably likely to have affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, whole, whether or not arising in the ordinary course of business; (ii) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, Shares; (iii) suspension of trading in securities generally on the New York Stock Exchange or Exchange, the American Stock Exchange or the NASDAQ Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, 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 your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, Company; (v) the declaration of a banking moratorium by the United States or New York State authorities, authorities; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); (vii) the suspension of trading of the Issuer's Company's common stock by The Nasdaq the New York Stock Market, Exchange, the Commission, Commission or any other governmental authority, authority; or (vii) (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 8 and 9 10 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10281-8098 10005, Attention: Michael Goldberg, Equity Capital Markets – Syndicate Director Fax: (212) 428-6260 and William Blair & Company..., L.L.C. 222 West Adams Street Chicago, Illinois 60606 Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel Fax: (312) 551-4646 Counsel, fax: (212) 797-4564; if to the Issuer, Company, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Ichor Holdings, Ltd., 3185 Laurelview Ct., Fremont, California 94538, Attention: Alfred Altomari Thomas M. Rohrs, Chairman and Chief Executive Officer Fax: (609) 683-1855 Officer, fax: (510) 897-5201. In accordance with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other reasonable information that will allow the Underwriters to properly identify their respective clients. 27 11. TERMINATION. (a) This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective change, has had or is reasonably likely to have a Material Adverse Effect, (ii) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, Shares; (iii) suspension of trading in securities generally on the New York Stock Exchange or Exchange, the American Stock Exchange or the NASDAQ Global Select Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, 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 your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, Company; (v) the declaration of a banking moratorium by the United States or New York State authorities, authorities; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading); (vii) the suspension of trading of the Issuer's common stock Company's Ordinary Shares by The Nasdaq Stock the NASDAQ Global Select Market, the Commission, Commission or any other governmental authority, authority; or (vii) (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 7 and 9 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: (i) if to the Underwriters, to RBC Barclays Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street Inc., 745 Seventh Avenue, New York, New York 10281-8098 10019, Attention: Michael Goldberg, Syndicate Director Fax: (212) 428-6260 Registration (Fax: (646) 834 8133); and William Blair & Company, L.L.C.... 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 (ii) if to the Issuer, Company, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 TerraForm Power, Inc., 7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814, Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 Andrea Rocheleau, General Counsel. In accordance with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other reasonable information that will allow the Underwriters to properly identify their respective clients. 19 10. Termination. This Agreement may be terminated by you by notice to the Company: (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares), if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective change, has had or is reasonably likely to have a Material Adverse Effect, Effect; (ii) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, Shares; (iii) suspension of trading in securities generally on the New York Stock Exchange Exchange, the NYSE MKT LLC or the American Stock Exchange NASDAQ Global Select Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, 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 your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, Company; (v) the declaration of a banking moratorium by the United States or New York State authorities, authorities; (vi) the suspension of trading of the Issuer's common stock Common Stock by The Nasdaq Stock the NASDAQ Global Select Market, the Commission, Commission or any other governmental authority, authority; (vii) any downgrading, or (vii) placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined under Section 3(a)(62) of the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of such debt securities or preferred shares (other than an announcement with positive implications of a possible upgrading); or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 7 and 9 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, Underwriter, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10281-8098 10005; Attention: Michael Goldberg, Equity Capital Markets Syndicate Director Fax: (212) 428-6260 and William Blai...r & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention: General Counsel Fax: (312) 551-4646 Counsel, with a copy to Vinson & Elkins LLP, 666 Fifth Avenue, 26th Floor, New York, NY 10103-0040, Attention: David S. Freed, Esq. ; if to the Issuer, Company, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Urstadt Biddle Properties Inc., 321 Railroad Avenue, Greenwich, CT 06830, Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 Miyun Sung, Esq., with a copy (which shall not constitute notice) to: Morgan, Lewis to Baker & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 McKenzie LLP, 452 Fifth Avenue, New York, New York 10018, Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. Carol B. Stubblefield, Esq. 26 9. Termination. (a) This Agreement may be terminated by you the Underwriter by notice to the Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package and the Prospectus, any material adverse change or any development involving which would reasonably be expected to result in a prospective change, has had material adverse change in or is reasonably likely to have the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, whole, whether or not arising in the ordinary course of business, (ii) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 absolute discretion of Underwriter's judgment, materially impair the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale investment quality of the Shares, or (iii) suspension of trading in securities generally on the New York Stock Exchange Exchange, NYSE Amex or the American Nasdaq Stock Exchange Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either 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 your the Underwriter's opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 15(c)3-1(c)(2)(vi)(F) under the 1934 Act); (vii) the suspension of trading of the Issuer's Company's common stock by The Nasdaq the New York Stock Market, Exchange, the Commission, or any other governmental authority, or (vii) authority or, (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable the Underwriter's opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 Section 5 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street to: Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10281-8098 10005, Attention: Michael Goldberg, Equity Capital Markets — Syndicate Director Fax: Desk, fax: (212) 428-6260 and William ...Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 797-9344 , with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel Fax: (312) 551-4646 Counsel, fax: (212) 797-4564; Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133); if to the Issuer, Company to Agile Therapeutics, Advanced Disposal Services, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Attention: Emilio Ragosa Fax: (609) 919-6701 11. Michael Slattery, 90 Fort Wade Road, Ponte Vedra, FL, 32801. 25 10. TERMINATION. (a) This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective change, has had material adverse change in or is reasonably likely to have affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, whole, whether or not arising in the ordinary course of business; (ii) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic, financial 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 your judgment, materially impair the absolute discretion investment quality of the Representatives make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, Shares; (iii) suspension of trading in securities generally on the New York Stock Exchange or Exchange, the American Stock Exchange or the NASDAQ Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, 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 your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, Company; (v) the declaration of a banking moratorium by the United States or New York State authorities, authorities; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) or any public announcement by such organization that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (other than an announcement with positive implications of a possible upgrading); (vii) the suspension of trading of the Issuer's Company's common stock by The Nasdaq the New York Stock Market, Exchange, the Commission, Commission or any other governmental authority, authority; or (vii) (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 8 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10281-8098 10179 (fax: 212-834-6081), Attention: Michael Goldberg, Investment Grade Syndicate Director Desk – 3rd Floor; Merrill Lynch, Pierce, Fenn...er & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020 (fax: 646-855-5958), Attention: High Grade Debt Capital Markets Transaction Management/Legal; and SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE, Atlanta, GA 30326, Attention: Investment Grade Debt Capital Markets, Fax: (212) 428-6260 and William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 404-926-5027; if to the Issuer, Company or the Guarantor, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 J.B. Hunt Transport Services, Inc., 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745, Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 Kevin L. Bracy with a copy (which shall not constitute notice) to: Morgan, Lewis to Mitchell, Williams, Selig, Gates & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Woodyard, P.L.L.C., 425 West Capitol Avenue, Suite 1800, Little Rock, Arkansas 72201, Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) Walter E. May, Esq. and C. Douglas Buford, Jr., Esq. 29 10. Termination. This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the execution hereof or since the respective dates as of which information is given in the Prospectus (exclusive of any amendments or supplements thereto), the Registration Statement and or the Prospectus, General Disclosure Package, any material adverse change or any development involving a prospective change, has had material adverse change in or is reasonably likely to have affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, whole, whether or not arising in the ordinary course of business, or (ii) since the execution hereof (A) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis or change in economic, financial or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, calamity or crisis on the financial markets of the United States would, in your judgment, make it impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (B) any material change in economic or political conditions, if the effect of such change on the financial markets of the United States would, in the absolute discretion of the Representatives your judgment, make it impracticable or inadvisable to market the Shares Notes or to enforce contracts for the sale of the Shares, (iii) Notes, (C) suspension of trading in securities generally on the New York Stock Exchange Exchange, NYSE American or the American Nasdaq Stock Exchange Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any of such Exchange, (iv) exchanges, (D) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, (v) Company, (E) the declaration of a banking moratorium by United States or New York State authorities, (vi) (F) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's or the Guarantor's debt securities or any securities guaranteed by either of them by any "nationally recognized statistical rating organization" (as defined in Section 3(a)(62) of the Exchange Act), (G) the suspension of trading of the Issuer's Company's common stock by The the Nasdaq Stock Global Select Market, the Commission, or any other governmental authority, authority or (vii) (H) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 8 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or faxed telegraphed and confirmed as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor Goldman, Sachs & Co., 200 Vesey Street West Street, New York, New York 10281-8098 10282, Facsimile: (212) 902-9316, Attention: Michael Goldberg, Registration Department; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New ...York 10179, Attention: High Grade Syndicate Director Fax: (212) 428-6260 Desk – 3rd Floor and William Blair Morgan Stanley & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: General Counsel Fax: (312) 551-4646 Investment Grade Syndicate Desk, with a copy to the Legal Department; if to the Issuer, Company or the Guarantor, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 J.B. Hunt Transport Services, Inc., 615 J.B. Hunt Corporate Drive, Lowell, Arkansas 72745, Attention: Alfred Altomari Chief Executive Officer Fax: (609) 683-1855 Kevin L. Bracy with a copy (which shall not constitute notice) to: Morgan, Lewis to Mitchell, Williams, Selig, Gates & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 Woodyard, P.L.L.C., 425 West Capitol Avenue, Suite 1800, Little Rock, Arkansas 72201, Attention: Emilio Ragosa Fax: (609) 919-6701 11. TERMINATION. (a) Walter E. May, Esq. and C. Douglas Buford, Jr., Esq. 28 10. Termination. This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the execution hereof or since the respective dates as of which information is given in the Prospectus (exclusive of any amendments or supplements thereto), the Registration Statement and or the Prospectus, General Disclosure Package, any material adverse change or any development involving a prospective change, has had material adverse change in or is reasonably likely to have affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a Material Adverse Effect, whole, whether or not arising in the ordinary course of business, or (ii) since the execution hereof (A) any outbreak, attack, outbreak or escalation of hostilities or declaration of war, war or national emergency, act of terrorism emergency or other national or international calamity or crisis or change in economic, financial or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, calamity or crisis on the financial markets of the United States would, in your judgment, make it impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (B) any material change in economic or political conditions, if the effect of such change on the financial markets of the United States would, in the absolute discretion of the Representatives your judgment, make it impracticable or inadvisable to market the Shares Notes or to enforce contracts for the sale of the Shares, (iii) Notes, (C) suspension of trading in securities generally on the New York Stock Exchange Exchange, NYSE Amex Equities or the American Nasdaq Stock Exchange Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any of such Exchange, (iv) exchanges, (D) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or is reasonably likely to may materially and adversely affect the business or operations of the Issuer, (v) Company, (E) the declaration of a banking moratorium by United States or New York State authorities, (vi) (F) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's or the Guarantor's debt securities or any securities guaranteed by either of them by any "nationally recognized statistical rating organization" (as defined in Section 3(a)(62) of the Exchange Act), (G) the suspension of trading of the Issuer's Company's common stock by The the Nasdaq Stock Global Select Market, the Commission, or any other governmental authority, authority or (vii) (H) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 8 of this Agreement. 27 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.View More
