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, or faxed and (and promptly confirmed in writing via mail or delivery) as follows: if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Street to: Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10281-8098 NY 10036 Facsimile: (646) 855 3073 Attention: Michael Goldberg, Syndicate Director Department with a copy to: Facsimile: (212) 230-8730 Attention: ECM Legal 26 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 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 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, (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 the 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 the Underwriters 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 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 to: William Blair & Company, L.L.C. 222 West Adams Street 150 North Riverside Plaza 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 a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius Mayer Brown LLP 502 Carnegie Center Princeton, NJ 08540-6241 1221 Avenue of the Americas New York, New York 10020 Attention: Emilio Ragosa Fax: (609) 919-6701 Anna T. Pinedo, Esq. if to the Issuer, to: Acer Therapeutics Inc. One Gateway Center, Suite 351 (300 Washington St.) Newton, Massachusetts 02458 Attention: Chris Schelling President and Chief Executive Officer with a copy (which shall not constitute notice) to: Pillsbury Winthrop Shaw Pittman LLP 12255 El Camion Real, Suite 300 San Diego, California 92130 Attention: Mike Hird, Esq. Patty M. DeGaetano, Esq. 26 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, 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 Representatives, make it immediately 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 NYSE or the American Stock Exchange Nasdaq 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 that 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 Capital 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 that 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, 8th Floor 200 Vesey Street New J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10281-8098 Attention: Michael Goldberg, 10179Attention: Equity Syndicate Director Fax: DeskFax: (212) 428-6260 622-8358 and William Blair & Cowen and Company, L.L.C. 222... West Adams Street Chicago, Illinois 60606 Attention: General Counsel Fax: (312) 551-4646 LLC599 Lexington AvenueNew York, New York 10022Attention: Head of Equity Capital MarketsFax: (646) 562-1249 if to the Issuer, to Agile Therapeutics, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 Attention: Alfred Altomari Clearside Biomedical, Inc.1220 Old Alpharetta RdAlpharetta, Georgia 30005Attention: 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 OfficerFax: (678) 270-3631 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, in the absolute discretion of the Representatives, 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 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 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 materially and adversely affect the business or operations of the Issuer, 27 Issuer; (v) declaration of a banking moratorium by United States or New York State authorities, authorities; (vi) the suspension of trading of the Issuer's common stock by The Nasdaq NASDAQ Stock Market, 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 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, Cowen and Company, LLC Three World Financial Center, 8th Floor 200 Vesey Street 599 Lexington Avenue New York, New York 10281-8098 10022 Attention: Michael Goldberg, Syndicate Director Heat of Equity Capital Markets Fax: (212) 428-6260 (646) 562-1249 and William Blair Stifel, Nicolaus & Company, ... class="diff-color-red">L.L.C. 222 West Adams Street Chicago, Illinois 60606 Incorporated 787 7th Avenue, 11th Floor New York, New York 10019 Attention: General Counsel Fax: (312) 551-4646 [●] if to the Issuer, to Agile Therapeutics, Clearside Biomedical, Inc. 101 Poor Farm Road Princeton, New Jersey 08540 26 1220 Old Alpharetta Rd Alpharetta, Georgia 30005 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 (678) 270-3631 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, in the absolute discretion of the Representatives, 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 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 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 materially and adversely affect the business or operations of the Issuer, Issuer; (v) declaration of a banking moratorium by United States or New York State authorities, authorities; (vi) the suspension of trading of the Issuer's common stock by The Nasdaq NASDAQ Stock Market, 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 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

Found in Clearside Biomedical, Inc. contract

Notices. All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, or faxed and confirmed as follows: 27 if to the Underwriters, to RBC Capital Markets, LLC Three World Financial Center, 8th Floor 200 Vesey Oppenheimer & Co. Inc. 85 Broad 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 10004 Attention:... General Counsel with a copy (which shall not constitute notice) to: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 666 Third Avenue New York, New York 10017 Attention: Ivan K. Blumenthal Fax: (312) 551-4646 (212) 983-3115 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 a copy (which shall not constitute notice) to: Morgan, Lewis & Bockius LLP 502 Carnegie Center Princeton, NJ 08540-6241 1701 Market Street Philadelphia, Pennsylvania 19103 Attention: Emilio Ragosa Joanne Soslow Fax: (609) 919-6701 (215) 963-5001 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 Representative 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 28 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