Notices Clause Example with 25 Variations from Business Contracts

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, 2nd 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) and to Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department; if to the Issuer, Company to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Adeptus Health Inc., 2941 South Lake Vista, Suite 200, Lewisville, Texas 75076, 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 Financial Officer; and if to the Selling Stockholder, to Sterling Partners, 401 North Michigan Avenue, Suite 3300, Chicago, Illinois 60611, Attention: Emilio Ragosa Fax: (609) 919-6701 11. Office of the General Counsel. 35 10. TERMINATION. (a) 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, 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 judgment of the Representatives make it impracticable or inadvisable to market Representatives, materially impair the Shares or to enforce contracts for the sale investment quality 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 States, New York State authorities, or the State of Texas 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 ratings organization" (as defined in 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 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 Stock Market, the Commission, Exchange, the 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 effective only on receipt, 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, 200 Vesey Street, 8th Floor 200 Vesey Street New York, New York 10281-8098 10281 Attention: Michael Goldberg, Equity Syndicate Director Fax: (212) 428-6260 Email: equityprospectus@rbccm.com and William Blair 26 Merrill Lynch, Pierce,... Fenner & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Smith Incorporated One Bryant Park New York, New York 10036 Attention: General Counsel Fax: (312) 551-4646 Syndicate Department with a copy to: Facsimile: (212) 230-8730 Attention: ECM Legal if to the Issuer, Company, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, Unitil Corporation 6 Liberty Lane West Hampton, New Jersey 08540 26 Hampshire 03842-1720 Attention: Alfred Altomari Mark H. Collin Senior Vice President, Chief Executive Financial Officer and Treasurer 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 (603) 773-6700 11. TERMINATION. (a) This Agreement may be terminated terminated: (a) 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, which (A) in the absolute discretion of any group of Underwriters (which may include RBC Capital Markets, LLC) that has agreed to purchase in the aggregate at least 50% of the Firm Securities, as long as RBC Capital Markets, LLC does not affirmatively assert that termination should not occur, or (B) in the absolute discretion of RBC Capital Markets, LLC (whether or not the condition of clause (A) is satisfied) 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 (A) the absolute discretion of any group of Underwriters (which may include RBC Capital Markets, LLC) that has agreed to purchase in the Representatives aggregate at least 50% of the Firm Securities, as long as RBC Capital Markets, LLC does not affirmatively assert that termination should not occur, or (B) in the absolute discretion of RBC Capital Markets, LLC (whether or not the condition of clause (A) is satisfied), make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (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 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 may materially and adversely affect the business or 27 operations of the Issuer, Company, (v) declaration of a banking moratorium by United States or New York State authorities, (vi) the suspension of trading of the Issuer's Company's common stock by The Nasdaq New York Stock Market, Exchange, 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

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, 200 Vesey Street, 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, SCYNEXIS, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Post Office Box 12878 Research Triangle Park, North Carolina 27709-2878 Attention: Alfred Altomari Marco Taglietti, M.D. 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 (919) 544-8697 28 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, which (A) in the absolute discretion of any group of Underwriters (which may include RBC Capital Markets, LLC) that has agreed to purchase in the aggregate at least 50% of the Firm Securities, as long as RBC Capital Markets, LLC does not affirmatively assert that termination should not occur, or (B) in the absolute discretion of RBC Capital Markets, LLC (whether or not the condition of clause (A) is satisfied) 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 (A) the absolute discretion of any group of Underwriters (which may include RBC Capital Markets, LLC) that has agreed to purchase in the Representatives aggregate at least 50% of the Firm Securities, as long as RBC Capital Markets, LLC does not affirmatively assert that termination should not occur, or (B) in the absolute discretion of RBC Capital Markets, LLC (whether or not the condition of clause (A) is satisfied), make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (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 may 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) any downgrading, or placement on any watch list for possible downgrading, in the rating of the Issuer's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act); (vii) the suspension of trading of the Issuer's common stock by The Nasdaq Stock the NASDAQ Global Market, 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 opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 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, 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 with a copy to Davis Polk & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Wardwell LLP 450 Lexington... Avenue New York, New York 10017 Attention: General Counsel Michael Kaplan Fax: (312) 551-4646 (212) 701-5111 if to the Issuer, to Agile Therapeutics, Cumulus Media Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 3280 Peachtree Road, N.W., Suite 2300 Atlanta, Georgia 30305 Attention: Alfred Altomari Chief Executive Officer General Counsel Fax: (609) 683-1855 (404) 260-6877 31 with a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 to Jones Day 1420 Peachtree Street, N.E., Suite 800 Atlanta, Georgia 30309 Attention: Emilio Ragosa Mark L. Hanson, Esq. Fax: (609) 919-6701 (404) 581-8330 11. TERMINATION. (a) Termination. This Agreement may be terminated terminated: (a) 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, which (A) in the absolute discretion of any group of Underwriters (which may include the Representative) that has agreed to purchase in the aggregate at least 50% of the Firm Securities, as long as the Representative does not affirmatively assert that termination should not occur, or (B) in the absolute discretion of the Representative (whether or not the condition of clause (A) is satisfied) has had or is reasonably likely to have a Material Adverse Effect, (ii) any outbreak, attack, 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 (A) the absolute discretion of any group of Underwriters (which may include the Representative) that has agreed to purchase in the aggregate at least 50% of the Firm Securities, as long as the Representative does not affirmatively assert that termination should not occur, or (B) in the absolute discretion of the Representatives Representative (whether or not the condition of clause (i)(A) is satisfied), 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 The Nasdaq Stock Exchange Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either 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, (v) 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 the Issuer's debt securities by any "nationally recognized statistical rating organization" as such term is defined in Section 3(a)(62) of the Exchange Act, (vii) the suspension of trading of the Issuer's common stock by The Nasdaq Stock Global Select Market, the 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 32 (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

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 If to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Deutsche Bank Securities Inc. c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor 200 Vesey Street New York, New York 10281-8098 10005 Attention: Michael Goldberg, Equity Capital Markets Syndicate Director Desk Fax: (212) 428-6260 and William Blair 797-9344 with a copy to: Fried, Frank, Harris, Shriver & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Jacobson LLP One New York Plaza New York, NY 10004 Attention: General Counsel Stuart Gelfond, Esq. Fax: (312) 551-4646 (212) 859-4000 27 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 America First Multifamily Investors, L.P. c/o The Burlington Capital Group, L.L.C. 1004 Farnam Street Suite 400 Omaha, NE 68102 Attention: Alfred Altomari Timothy Francis Chief Executive Financial Officer Fax: (609) 683-1855 (402) 930-3047 with a copy (which shall not constitute notice) to: Morgan, Lewis Barnes & Bockius Thornburg LLP 502 Carnegie Center Princeton, NJ 08540-6241 11 S. Meridian Street Indianapolis, IN 46204 Attention: Emilio Ragosa David P. Hooper, Esq. Fax: (609) 919-6701 (317) 231-7433 11. TERMINATION. (a) This Agreement may be terminated by you 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: 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, material adverse 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 Securities, 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 NASDAQ Global Select Market 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 may 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) any downgrading, or placement on any watch list for possible downgrading, in the rating of the Issuer's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Issuer's common stock shares representing assigned limited partnership interests by The Nasdaq Stock the NASDAQ Global Select Market, the Commission, or any other governmental 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 of this Agreement. 27 28 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, or faxed and (and promptly confirmed in writing via mail or delivery) as follows: if to the Underwriters, to RBC to: BMO Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street Markets Corp. 3 Times Square New York, New York 10281-8098 10036 Attention: Michael Goldberg, Syndicate Director Legal Department with a copy to (which shall not constitute notice):... Latham & Watkins LLP 811 Main St., Suite 3700 Houston, Texas 77002 Attention: Sean T. Wheeler 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 (713) 546-5401 26 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Issuer to: Matador Resources Company One Lincoln Centre 5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 Attention: Alfred Altomari Joseph Wm. Foran Chief Executive Officer Fax: (609) 683-1855 (972) 371-5201 with a copy to (which shall not constitute notice) to: Morgan, Lewis notice): Gibson, Dunn & Bockius Crutcher LLP 502 Carnegie Center Princeton, NJ 08540-6241 2100 McKinney Avenue Dallas, Texas 75201 Attention: Emilio Ragosa Douglass M. Rayburn Fax: (609) 919-6701 (214) 571-2948 11. TERMINATION. (a) This Agreement may be terminated terminated: (a) 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, which in the absolute discretion of the Underwriters, has had had, or is reasonably likely to have 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 or Canada would, in the absolute discretion of the Representatives Underwriters 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, 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, (v) 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 the Issuer's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Issuer's common stock Common Stock by The Nasdaq the New York Stock Market, Exchange, the Commission, or any other governmental 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 7 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, or faxed and confirmed as follows: if If to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Deutsche Bank Securities Inc. c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor 200 Vesey Street New York, New York 10281-8098 10005 Attention: Michael Goldberg, Equity Capital Markets Syndicate Director Desk Fax: (212) 428-6260 and William Blair 797-9344 with a copy to: Fried, Frank, Harris, Shriver & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Jacobson LLP One New York Plaza New York, NY 10004 Attention: General Counsel Stuart Gelfond, Esq. Fax: (312) 551-4646 (212) 859-4000 27 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 America First Multifamily Investors, L.P. c/o The Burlington Capital Group, L.L.C. 1004 Farnam Street Suite 400 Omaha, NE 68102 Attention: Alfred Altomari Timothy Francis Chief Executive Financial Officer Fax: (609) 683-1855 (402) 930-3047 with a copy (which shall not constitute notice) to: Morgan, Lewis Barnes & Bockius Thornburg LLP 502 Carnegie Center Princeton, NJ 08540-6241 11 S. Meridian Street Indianapolis, IN 46204 Attention: Emilio Ragosa David P. Hooper, Esq. Fax: (609) 919-6701 (317) 231-7433 11. TERMINATION. (a) This Agreement may be terminated by you 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: 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, material adverse 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 Securities, 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 NASDAQ Global Select Market 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 may 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) any downgrading, or placement on any watch list for possible downgrading, in the rating of the Issuer's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Issuer's common stock shares representing assigned limited partnership interests by The Nasdaq Stock the NASDAQ Global Select Market, the Commission, or any other governmental 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 of this Agreement. 27 28 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, or faxed and (and promptly confirmed in writing via mail or delivery) as follows: 25 if to the Underwriters, to Underwriter, to: RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street New York, New York 10281-8098 Attention: Michael Goldberg, Syndicate Rick Brice Managing Director Fax: (212) 428-6260 and William Blair (713) 403-5626 with a copy to... (which shall not constitute notice): Latham & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Watkins LLP 811 Main St., Suite 3700 Houston, Texas 77002 Attention: General Counsel Sean T. Wheeler Fax: (312) 551-4646 (713) 546-5401 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Issuer to: Matador Resources Company One Lincoln Centre 5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 Attention: Alfred Altomari Joseph Wm. Foran Chief Executive Officer Fax: (609) 683-1855 (972) 371-5201 with a copy to (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 notice): Baker Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Attention: Emilio Ragosa Douglass M. Rayburn Fax: (609) 919-6701 (214) 661-4634 11. TERMINATION. (a) This Agreement may be terminated terminated: (a) 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, which in the absolute discretion of the Underwriter, has had had, or is reasonably likely to have 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 or Canada would, in the absolute discretion of the Representatives Underwriter 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 may materially and adversely affect the business or 26 operations of the Issuer, (v) 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 the Issuer's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Issuer's common stock Common Stock by The Nasdaq the New York Stock Market, Exchange, the Commission, or any other governmental 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 7 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, or faxed and (and promptly confirmed in writing via mail or delivery) as follows: if to the Underwriters, to Underwriter, to: RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street New York, New York 10281-8098 Attention: Michael Goldberg, Syndicate Rick Brice Managing Director Fax: (212) 428-6260 and William Blair (713) 403-5626 25 with a copy to... (which shall not constitute notice): Latham & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Watkins LLP 811 Main St., Suite 3700 Houston, Texas 77002 Attention: General Counsel Sean T. Wheeler Fax: (312) 551-4646 (713) 546-5401 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Issuer to: Matador Resources Company One Lincoln Centre 5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 Attention: Alfred Altomari Joseph Wm. Foran Chief Executive Officer Fax: (609) 683-1855 (972) 371-5201 with a copy to (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 notice): Baker Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Attention: Emilio Ragosa Douglass M. Rayburn Fax: (609) 919-6701 (214) 661-4634 11. TERMINATION. (a) This Agreement may be terminated terminated: (a) 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, which in the absolute discretion of the Underwriter, has had had, or is reasonably likely to have 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 or Canada would, in the absolute discretion of the Representatives Underwriter 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 may 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) any downgrading, or placement on any watch list for possible downgrading, in the rating of the Issuer's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Issuer's common stock Common Stock by The Nasdaq the New York Stock Market, Exchange, the Commission, or any other governmental 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 26 (b) as provided in Sections 6 and 9 7 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, delivered or faxed and confirmed as follows: if to the Underwriters, to 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 and: Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Attention: Syndicate Registration Fax:... (646) 834-8133 and: Stifel, Nicolaus & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606 Incorporated 787 Seventh Avenue New York, NY 10019 Attention: General Counsel Adam Kohn 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 (212) 682-1766 28 with a copy (which shall not constitute notice) to: Morgan, Lewis DLA Piper LLP (US) 701 Fifth Avenue, Suite 7000 Seattle, Washington 98104 Attention: Trenton C. Dykes, Esq. Fax: (206) 494-1776 if to the Issuer, to: Trupanion, Inc. 907 NW Ballard Way Seattle, Washington 98107 Attention: Asher Bearman, General Counsel Fax: (866) 405-4536 with a copy (which shall not constitute notice) to: Fenwick & Bockius West LLP 502 Carnegie Center Princeton, NJ 08540-6241 1191 Second Avenue, Floor 10 Seattle, Washington 98101 Attention: Emilio Ragosa James D. Evans, Esq. Fax: (609) 919-6701 (206) 389-4511 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, which (A) has had or is reasonably likely to have a Material Adverse Effect, 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 would 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 or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either 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 that is reasonably likely to materially and adversely affect the business or operations of the Issuer, have a Material Adverse Effect; (v) declaration of a banking moratorium by United States or New York State authorities, authorities; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating accorded to any of the securities of the Issuer or the Subsidiaries by any "nationally recognized statistical rating organization" (as defined in Section 3(a)(62) of the Exchange Act); (vii) the suspension of trading of the Issuer's common stock Common Stock by The Nasdaq the New York Stock Market, Exchange, the 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 the Representatives reasonably believe has had or may have 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 29 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