Representations and Agreements to Survive Delivery Clause Example with 193 Variations from Business Contracts

This page contains Representations and Agreements to Survive Delivery 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.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf... of the Underwriters, the Company, and shall survive termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Found in FG Merger Corp. contract

Variations of a "Representations and Agreements to Survive Delivery" Clause from Business Contracts

Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters Company and the Company, Selling Stockholders herein or in certificates delivered pursuant hereto, including but not limited to the indemnity agreements agreement of the C...ompany and the Selling Stockholders contained in Section 5 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, or the Underwriters, the Company, Company or any of its officers, directors, or controlling persons, or any Selling Stockholder or any controlling person thereof, and shall survive delivery of, and payment for, the Securities to and by the several Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. 23 8. Termination of this Agreement. (a) Right to Terminate. You, as Representative of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will in Company's Common Stock shall have been suspended by the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Commission or the Nasdaq Capital Market or quoted trading in securities generally on the over the counter market Nasdaq Stock Market or New York Stock Exchange shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the Nasdaq Stock Market or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if sale of and payment for the Securities. (b) Notice of Termination. If you elect to terminate this Agreement as provided in this Section, the Company is in material and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone, confirmed by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of any its obligations hereunder occurring prior to termination of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation this Agreement as a result of terrorist activities after the date hereof, termination of this Agreement. If you elect to terminate this Agreement as provided in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery this Section, any advance received by you as Representative of the Units or to enforce contracts made by the several Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement shall out-of-pocket accountable expenses will be terminated pursuant reimbursed to Section 6 hereof, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses extent not actually incurred in connection compliance with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. FINRA Rule 5110(f)(2)(C). View More
Found in Black Ridge Acquisition Corp. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters and Company herein or in certificates delivered pursuant hereto, including but not limited to the Company, including agreement of the indemnity agreements Company containe...d in Section 5 6 hereof, and the agreements of the Underwriter, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriter or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Securities to and by the Underwriter hereunder. 28 8. Termination of this Agreement or the issuance and delivery of the Public Securities Agreement. (a) Right to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative Terminate. You shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or agreement on its part to be performed hereunder, (ii) any condition of the Underwriter's obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or The NASDAQ Stock Market or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ Stock Market or the Nasdaq Capital Market or quoted on the over the counter market New York Stock Exchange shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NASDAQ Stock Market or maximum ranges for prices for securities shall have been required the New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your good faith reasonable judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Public Securities. 9.3 Expenses. (b) Notice of Termination. If you elect to terminate this Agreement shall be terminated pursuant to Section 6 hereof, as provided in this Section, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered notified promptly by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed you by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected telephone, confirmed by such election or termination or failure to carry out the terms of this Agreement or any part hereof. letter. View More
Found in NETLIST INC contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters Company herein or in certificates delivered pursuant hereto including, but not limited to, the agreements of the Representative and the Company, including the indemnity ag...reements Company contained in Section 5 5(h) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriters or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Shares by the Representative hereunder. 19 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or NYSE MKT or TSX, or trading in securities generally on NYSE MKT, the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, New York Stock Exchange, TSX or the Nasdaq Capital Market or quoted on the over the counter market NASDAQ shall have been suspended, or (ii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally shall have been fixed, required, on the NYSE MKT, the New York Stock Exchange, TSX or maximum ranges for prices for securities shall have been required the New York Stock Exchange by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal, California or (iii) if New York state authorities, or (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage international political, financial or economic conditions or any other calamity or malicious act which, crisis, or (v) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not such loss shall have been insured, will, covered by insurance, which in the Representative's sole opinion, make reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, sale of and payment for the Units. If this Agreement is terminated pursuant to this Section 9 or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery purchase of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement is not consummated for any reason (including pursuant to Section 10), the Company will reimburse the Underwriters for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of counsel up to a maximum of $50,000) incurred by them in connection with the offering of the Securities, except as set forth in Sections 7 and 9 hereof, and the Underwriters will have no further obligation or any part liability hereunder except as set forth in Section 7 hereof. (b) If the Representative elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Representative by telephone, confirmed promptly thereafter by letter. View More
Found in Golden Minerals Co contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters Company herein or in certificates delivered pursuant hereto, and the Company, including agreements of the indemnity agreements Underwriter, and the Company contained in Se...ction 5 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriter or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons and shall survive delivery of, and payment for, the Securities to and by the Underwriter hereunder and any termination of this Agreement or the issuance and delivery of the Public Securities Agreement. 24 8. Termination. (a) Right to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Terminate. The Representative Underwriter shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or in agreement on its part to be performed hereunder, (ii) any other condition of the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if Underwriter's obligations hereunder is not fulfilled, (iii) trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital NASDAQ Stock Market or quoted on the over the counter market New York Stock Exchange shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NASDAQ Stock Market or maximum ranges for prices for securities shall have been required New York Stock Exchange, by FINRA such Exchange or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if Governmental Authority, (v) a banking moratorium has shall have been declared by a New York State federal or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, state authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, will, crisis that, in the Representative's sole opinion, make Underwriter's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, party except that the provisions of Section 5 4(a)(vii) and Section 6 hereof shall not at all times be in any way affected by such election or termination or failure effective. (b) Notice of Termination. If the Underwriter elects to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by telephone, confirmed by letter. View More
Found in 2 Contracts from Riot Blockchain, Inc.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties warranties, and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date Company herein or in certificates delivered pursuant hereto, including but not limited to the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements Company contained in Section 5 6... hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriters or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination of this Agreement or delivery of, and payment for, the issuance and delivery of the Public Securities to and by the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. hereunder. 24 8. TERMINATION OF THIS AGREEMENT. (a) The Representative Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in the Representative's opinion will Company's shares of Common Stock shall have been suspended by the Commission or NASDAQ or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market NASDAQ shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required required, on the NASDAQ, by such Exchange, by FINRA or by order of the Commission or any other government governmental authority having jurisdiction, or (iii) if jurisdiction (which includes the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if Company's shares of Common Stock), (v) a banking moratorium has shall have been declared by a New York State federal or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared state authorities which materially adversely impacts the United States securities market, or prevents payment by an Underwriter pursuant to Section 2, (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if (vii) the Representative Underwriters shall have become aware after the date hereof of such events that are reasonably expected to result in a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, conditions as in the Representative's sole Underwriters' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the and sale of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, Securities, or (viii) a director of the Company shall not then be under any liability Company: (A) is charged with a felony offense relating to any Underwriter; but, if for financial matter or any other reason, regulatory body commences any Units are not delivered by public action against the director in his or on behalf her capacity as a director of the Company or announces that it intends to take any such action; or (B) is enjoined, suspended or otherwise limited from serving as provided herein or a director under the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein federal securities laws. Any such termination shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for without liability of any reasonable and accountable costs and expenses incurred in connection with enforcing party to any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, other party except that the provisions of Section 5 4(g) and Section 6 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) If the Underwriters elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by the Underwriters by telephone, confirmed by letter. View More
Found in 2 Contracts from CHAMPIONS ONCOLOGY, INC.
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Company herein or in certificates delivered pursuant hereto, and the agreements of the several Underwriters and the Company, including the indemnity agreements Company contained in Sec...tion 5 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, or the Underwriters, the Company, Company or any of its officers, directors, or controlling persons thereof, and shall survive termination delivery of, and payment for, the Securities to and by the Underwriters hereunder. 25 8. Termination of this Agreement or the issuance and delivery Agreement. (a) You, as Representatives of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative several Underwriters, shall have the right to terminate this Agreement the obligations of the Underwriters to purchase the Firm Shares by giving notice as hereinafter specified at any time at or prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Option Shares at any time at or prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to the Closing Date or the Second Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or in agreement on its part to be performed hereunder, (ii) any other condition of the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NYSE, NASDAQ Stock Market, the New York Stock Exchange or the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market Amex shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NASDAQ Stock Market, the New York Stock Exchange or maximum ranges for prices for securities shall have been required the NYSE Amex, by FINRA such Exchange or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if Governmental Authority, (v) a banking moratorium has shall have been declared by a New York State federal or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, state authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, party except that the provisions of Section 5 4(h) and Section 6 hereof shall not at all times be in any way affected by such election or termination or failure effective. (b) If you elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company and shall be notified promptly by you by telephone, confirmed by letter. View More
Found in IDERA PHARMACEUTICALS, INC. contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties warranties, and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date Company contained herein or in certificates delivered pursuant hereto, including, but not limited to, the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters and the Company, including the indemnity agreements Company contained in... Section 5 6(h) and Section 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, several Underwriters or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Shares to and by the Underwriters hereunder. 29 11. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholder as hereinafter specified at any time at or prior to the Closing Date, (i) Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's opinion will in discretion of the immediate future Representative, (i) trading generally shall have been suspended or materially disrupt, general securities markets in limited on or by any of the United States; or (ii) if trading on the NYSE, the New York Stock Exchange, NYSE American, the Nasdaq Global Select Stock Market, the Nasdaq Global Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Nasdaq Capital Market Chicago Board of Trade; (ii) trading of any securities issued or quoted on the over the counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required guaranteed by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained been suspended on any exchange or in any over-the-counter market; (iii) a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss general moratorium on commercial banking activities shall have been insured, will, declared by federal or New York State authorities; (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any outbreak or escalation of calamity or crisis, either within or outside the United States, that, in the Representative's sole opinion, make it inadvisable to proceed with the delivery judgment of the Units, or (vii) if the Company Representative, is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material and adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Units Shares on the Closing Date or to enforce contracts made any Option Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Underwriters for Registration Statement, the sale Time of Sale Disclosure Package or the Final Prospectus; or (v) in the judgment of the Public Securities. 9.3 Expenses. If Representative, there has been, since the time of execution of this Agreement shall be terminated pursuant to Section 6 hereof, or since the Company shall not then be under respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any liability to any Underwriter; but, if for any other reason, any Units are not delivered by material adverse change in the assets, properties, condition, financial or on behalf otherwise, or in the results of operations, business affairs or business prospects of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and Company, whether or not this Agreement is otherwise carried out, arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5 6(h) and Section 9 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) If the Representative elects to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section 11, the Company shall be notified promptly by the Representative by telephone, confirmed by letter. View More
Found in Cariloha, LLC contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties warranties, and agreements contained herein or in this Agreement shall be deemed to be representations, warranties and agreements as of certificates delivered pursuant hereto, including, but not limited to, the Closing Date or the Option Closing Date, if any, and such representations, warranties and agreements of the Underwriters Underwriter and the Company, including the indemnity agreements Company contained in Secti...on 5 5(a)(vii), Section 5(b), Section 5(c) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Underwriter or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Shares to and by the Underwriter hereunder. 19 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or trading in the Representative's opinion will Company's Common Stock shall have been suspended by the Commission or NASDAQ or trading in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the over the counter market NASDAQ shall have been suspended, or (ii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required required, on NASDAQ, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iii) a general banking moratorium shall have been declared by federal, New York or (iii) if California state authorities, or (iv) there shall have occurred any material outbreak or material escalation of hostilities involving the United States, any declaration by the United States shall have become involved in of a new war national emergency or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of war, any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in financial markets, any material adverse change in United States or international political, financial or economic conditions or any other material calamity or material crisis, including an act of terrorism, the conditions effect of any of which, in each case described in this subsection (a), is such as to make it, in the reasonable judgment of the Company, Underwriter, impracticable or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable inadvisable to proceed with the offering, sale and/or or delivery of the Units or to enforce contracts made Shares on the terms and in the manner contemplated by the Underwriters for Final Prospectus, the sale Time of the Public Securities. 9.3 Expenses. If Sale Disclosure Package and this Agreement Agreement. Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, party except that the provisions of Section 5 5(a)(vii), Section 5(b)(i) and Section 7 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) If the Underwriter elects to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed promptly thereafter by letter. View More
Found in PIXELWORKS, INC contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Underwriters Company herein or in certificates delivered pursuant hereto, including, but not limited to, the agreements of the Placement Agent and the Company, including the indemnity ...agreements Company contained in Section 5 5(a)(viii) and Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters, Placement Agent or any controlling person thereof, or the Company, Company or any of its officers, directors, or controlling persons, and shall survive termination delivery of, and payment for, the Securities to and by the Placement Agent hereunder. 25 9. Termination of this Agreement or the issuance and delivery of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. Agreement. (a) The Representative Placement Agent shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if in the discretion of the Placement Agent, (i) if there has occurred any domestic material adverse change in the securities markets or international event or any event, act or occurrence that has materially disrupted, or in the Representative's opinion of the Placement Agent, will in the immediate future materially disrupt, the securities markets or there shall be such a material adverse change in general securities financial, political or economic conditions or the effect of international conditions on the financial markets in the United States; States is such as to make it, in the judgment of the Placement Agent, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities, (ii) if trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE MKT or the TSX or trading in securities generally on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq NASDAQ Global Market, New York Stock Exchange, NYSE MKT or the Nasdaq Capital Market or quoted on the over the counter market TSX shall have been suspended, or (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the NASDAQ Global Market, New York Stock Exchange, NYSE MKT or maximum ranges for prices for securities shall have been required TSX, by FINRA such exchange or by order of the Commission or any other government governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or (iii) if state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any substantial change or development involving a prospective substantial change in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or international political, financial or economic conditions or any other calamity or crisis, (vi) if the Company shall have sustained a suffers any material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, calamity, whether or not such loss shall have been insured, will, covered by insurance, (vii) in the Representative's sole opinion, make it inadvisable to proceed with the delivery judgment of the Units, Placement Agent, there has been, since the time of execution of this Agreement or (vii) if since the Company respective dates as of which information is given in material breach of the Prospectus, any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, assets, properties, condition, financial or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as otherwise, or in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery results of the Units operations, business affairs or to enforce contracts made by the Underwriters for the sale of the Public Securities. 9.3 Expenses. If this Agreement shall be terminated pursuant to Section 6 hereof, the Company shall not then be under any liability to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf business prospects of the Company and its subsidiaries considered as provided herein a whole, whether or not arising in the Underwriters ordinary course of business, or (viii) the Purchasers shall decline to purchase the Units Securities for any reason permitted under this Agreement, within Agreement or the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein Subscription Agreements. Any such termination shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for without liability of any reasonable and accountable costs and expenses incurred in connection with enforcing party to any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, other party except that the provisions of Section 5 5(a)(viii) and Section 7 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) If the Placement Agent elects to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section, the Company shall be notified promptly by the Placement Agent by telephone, confirmed by letter. View More
Found in MINES MANAGEMENT INC contract
Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all All representations, warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements as of the Closing Date or the Option Closing Date, if any, and such representations, warranties warranties, and agreements of the Company herein or in certificates delivered pursuant hereto, including but not limited to the agreements of the several Underwriters and the Company, including the indemnity agreements... Company contained in Section 5 6 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling person thereof, or the Underwriters, the Company, Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder and any termination of this Agreement or the issuance and delivery Agreement. -28- 8. Termination of this Agreement. (a) Right to Terminate. You, as Representatives of the Public Securities to the Underwriters until the earlier of the expiration of any applicable statute of limitations and the seventh (7th) anniversary of the later of the Closing Date or the Option Closing Date, if any, at which time the representations, warranties and agreements shall terminate and be of no further force and effect. 40 9. Effective Date of This Agreement and Termination Thereof. 9.1 Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. 9.2 Termination. The Representative several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled as of the First Closing Date or international event or act or occurrence has materially disrupted, or in the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if Second Closing Date, as applicable, (iii) trading on the NYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, Stock Market or the Nasdaq Capital Market or quoted on the over the counter market New York Stock Exchange shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, required, on the Nasdaq Stock Market or maximum ranges for prices for securities shall have been required the New York Stock Exchange, by FINRA such exchange or by order of the Commission or any other government authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or (iii) if New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States shall have become involved of a national emergency or war, any change in financial markets, any substantial change or development involving a new war or an increase prospective substantial change in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage international political, financial or economic conditions, or any other calamity or malicious act which, whether crisis that, in your judgment, is material and adverse and makes it impractical or not such loss shall have been insured, will, in the Representative's sole opinion, make it inadvisable to proceed with the delivery completion of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative's sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Public Securities. 9.3 Expenses. If this Agreement Any such termination shall be terminated pursuant to Section 6 hereof, the Company shall not then be under without liability of any liability party to any Underwriter; but, if for any other reason, any Units are not delivered by or on behalf of the Company as provided herein or the Underwriters decline to purchase the Units for any reason permitted under this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, (i) the obligations of the Company to pay the out of pocket accountable expenses related to the transactions contemplated herein shall be governed by Section 3.10 hereof, and (ii) the Company shall reimburse the Representative for any reasonable and accountable costs and expenses incurred in connection with enforcing any provisions of this Agreement. 9.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, party except that the provisions of Section 5 4(g) and Section 6 hereof shall not at all times be in any way affected by effective and shall survive such election or termination or failure termination. (b) Notice of Termination. If you elect to carry out the terms of terminate this Agreement or any part hereof. as provided in this Section 8, the Company shall be notified promptly by you by telephone, confirmed by letter. View More
Found in Direct Digital Holdings, Inc. contract