Termination of this Agreement Clause Example with 375 Variations from Business Contracts
This page contains Termination of this Agreement 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.
Termination of this Agreement. (a) The 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 or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwrite...r, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or 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 of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.View More
Variations of a "Termination of this Agreement" Clause from Business Contracts
Termination of this Agreement. (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date or any Option Closing Date (as this Agreement may be terminated by the Representative by notice given to the Option Shares to be purchased on such Option Closing Date only), Issuers if at any time (i) trading or quotation in the reasonable discretion any of the Underwriter, (i) there has occurred any material adverse chang...e in the Issuers' securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended or limited by the Commission or by the Nasdaq or Global Market; (ii) trading in securities generally on the Nasdaq New York Stock Market, the NYSE Exchange or the NYSE MKT Nasdaq Global Market shall have been suspended, (iii) suspended or limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, generally established on the Nasdaq Stock Market, the NYSE or NYSE MKT, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) FINRA; (iii) a general banking moratorium shall have been declared by federal or state authorities, New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that conditions, as in the Underwriter's reasonable judgment of the Representative is material and adverse and makes it impractical impracticable or inadvisable to proceed with market the completion of the sale of and payment for the Shares, or (vii) Notes in the judgment of manner and on the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given terms described in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in Prospectus or to enforce contracts for the assets, properties, condition, financial or otherwise, or in the results sale of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. securities. Any such termination pursuant to this Section 11 shall be without liability on the part of any party (a) the Issuers or the Operating Partnership to any other party Underwriter, except that the provisions Issuers and the Operating Partnership shall be obligated to reimburse the expenses of Section 5(a)(viii) the Representative and Section 7 the Underwriters pursuant to Sections 5, 7, 8 and 9 hereof shall at all times be effective or (b) any Underwriter to the Issuers and shall survive the Operating Partnership. -31- 12. No Advisory or Fiduciary Responsibility. The Issuers and the Operating Partnership acknowledge and agree that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm's-length commercial transaction between the Issuers, on the one hand, and the several Underwriters, on the other hand, and the Issuers and the Operating Partnership are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such termination. 29 (b) If transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Issuers, the Operating Partnership, or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter elects has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Issuers or the Operating Partnership with respect to terminate this Agreement as provided any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuers or the Operating Partnership on other matters) and no Underwriter has any obligation to the Issuers or the Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Section, Agreement; (iv) the Company shall several Underwriters and their respective affiliates may be notified promptly engaged in a broad range of transactions that involve interests that differ from those of the Issuers and the Operating Partnership and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuers and the Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Operating Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. The Issuers and the Operating Partnership hereby waive and release, to the fullest extent permitted by telephone, confirmed by letter. law, any claims that the Issuers and the Operating Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. View More
Termination of this Agreement. (a) The Underwriter Right to Terminate. You, as Representatives of the several Underwriters, 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 First Closing Date or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any Option Closing Date (as time prior to the Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been u...nable, at or prior to such Closing Date, to perform any agreement on its part to be purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States Underwriters' obligations hereunder is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Capital Market or trading in securities generally on the NYSE American, Nasdaq Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE American, Nasdaq Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) 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 of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's your reasonable judgment judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. (b) Notice of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) Termination. If the Underwriter elects you elect to terminate this Agreement as provided in this Section, the Company and Selling Stockholder shall be notified promptly by the Underwriter 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 its obligations hereunder occurring prior to termination of this Agreement as a result of the termination of this Agreement. -24- 9. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier to D.A. Davidson & Co., 611 Anton Blvd., Suite 600, Costa Mesa, California 92626, Attention: Joe Schimmelpfennig, and Lake Street Capital Markets, LLC, 920 Second Ave. South, Suite 700, Minneapolis, Minnesota 55402, Attention: John Baumgartner, with a copy to (which shall not constitute notice) Faegre Drinker Biddle & Reath LLP, 2200 Wells Fargo Center, 90 South 7th Street, Minneapolis, Minnesota 55402, Attention: Jonathan R. Zimmerman; if to the Company or the Selling Stockholder, shall be mailed via overnight delivery service or hand delivered to it at 277 Fairfield Road, Suite 338, Fairfield, New Jersey 07004, Attention: Choi Lin Hung, with a copy to (which shall not constitute notice) Hunter Taubman Fischer & Li LLC, 1450 Broadway, 26th Floor, New York, New York 10018, Attention: Ying Li; or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Termination of this Agreement. (a) The Underwriter Right to Terminate. You, as Representative of the 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 or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any Option Closing Date (as time prior to the Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Cl...osing Date, to perform any agreement on its part to be purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States Underwriters' obligations hereunder is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Capital Market or trading in securities generally on the NYSE American, Nasdaq Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE American, Nasdaq Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) 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 of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's reasonable judgment your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. (b) Notice of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) Termination. If the Underwriter elects you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter 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 its obligations hereunder occurring prior to termination of this Agreement as a result of the termination of this Agreement. -33- 9. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier, to the Representative c/o Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, Minnesota 55402, Attention: Investment Banking, with a copy to Faegre Drinker Biddle & Reath LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402, Attention: Ben A. Stacke; and (ii) if to the Company, shall be mailed or delivered to it at 2 Carlson Parkway, Suite 260, Minneapolis, Minnesota 55447, Attention: Chief Executive Officer, with a copy to Fox Rothschild LLP, Campbell Mithun Tower, Suite 2000, 222 South Ninth Street, Minneapolis, Minnesota 55402, Attention: Amy E. Culbert. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Termination of this Agreement. (a) The Underwriter Right to Terminate. You, as Representative of the several Underwriters, 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 First Closing Date or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any Option Closing Date (as time prior to the Option Shares Second Closing Date, if (i) the Company or the Selling Stockholder shall have... failed, refused or been unable, at or prior to such Closing Date, to perform any material agreement on its part to be purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States Underwriters' obligations hereunder is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Capital Market or trading in securities generally on the NYSE American, Nasdaq Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE American, Nasdaq Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) 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 of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's your reasonable judgment judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. (b) Notice of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) Termination. If the Underwriter elects you elect to terminate this Agreement as provided in this Section, the Company and the Selling Stockholder shall be notified promptly by the Underwriter 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 its obligations hereunder occurring prior to termination of this Agreement as a result of the termination of this Agreement. -35- 9. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier to the Representative, c/o Dougherty & Company LLC, 90 South Seventh Street, Suite 4300, Minneapolis, Minnesota 55402, Attention: Investment Banking, with a copy to: Faegre Baker Daniels LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402, Attention: Ben A. Stacke; if to the Company, shall be mailed or delivered to it at 27680 Franklin Road, Southfield, Michigan 48034, Attention: Phyllis A. Knight, and a copy (which shall not constitute notice) to: Dykema Gosset PLLC, 39577 Woodward Avenue, Suite 300, Bloomfield Hills, Michigan 48304, Attention: D. Richard McDonald; if to the Selling Stockholder, shall be mailed or delivered to T. Michael Ansley at 807 W. Front Street, Suite B, Traverse City, Michigan 49684; or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Termination of this Agreement. (a) The Underwriter shall have This Agreement may be terminated in the right to terminate this Agreement absolute discretion of the Representatives, by giving notice to the Company as hereinafter specified at any time at Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of the Underwriter, (i) there has occurred an...y material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock generally shall have been suspended or materially limited on the New York Stock Exchange or the Nasdaq Global Select Market or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT Company shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, suspended on the Nasdaq Stock Market, the NYSE or NYSE MKT, by such any exchange or by order of the Commission or in any other governmental authority having jurisdiction, (iv) over-the-counter market; (iii) a general moratorium on commercial banking moratorium activities shall have been declared by federal or state authorities, (v) New York State authorities; or (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving any change in financial markets or any calamity or crisis, either within or outside the United States, any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that that, in the Underwriter's reasonable judgment of the Representatives, is material and adverse and makes it impractical impracticable or inadvisable to proceed with the completion offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Disclosure Package and the Prospectus. -23- 11. No Advisory or Fiduciary Responsibility. The Company acknowledges and agrees that: (i) the purchase and sale of and payment for the Shares, or (vii) in Securities pursuant to this Agreement, including the judgment determination of the Underwriter, there public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been, since been acting solely as a principal and is not the time financial advisor, agent or fiduciary of execution the Company or any of this Agreement its affiliates, stockholders, creditors or since employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the respective dates as Company with respect to any of which information is given in the Registration Statement, the Time of Sale Disclosure Package transactions contemplated hereby or the Final Prospectus, process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any material adverse change obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the assets, properties, condition, financial or otherwise, or several Underwriters and their respective affiliates may be engaged in the results a broad range of operations, business affairs or business prospects transactions that involve interests that differ from those of the Company and its subsidiaries considered as a whole, whether or not arising in that the ordinary course several Underwriters have no obligation to disclose any of business. Any such termination shall be without liability interests by virtue of any party advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any other party except that the provisions breach or alleged breach of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter. agency or fiduciary duty. View More
Termination of this Agreement. (a) The Underwriter Right to Terminate. You, as Representative of the 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 Closing Date if (i) the Company shall have failed, refused or any Option Closing Date (as been unable, at or prior to the Option Shares Closing Date, to perform any material agreement on its part to be purchased on such Option Closing Date only), if in the reasonable dis...cretion performed hereunder, (ii) any condition of the Underwriter, (i) there has occurred any material adverse change Underwriters' obligations set forth in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States Section 5 hereof is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) not fulfilled at its respective required time, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Global Market or trading in securities generally on the NYSE American, Nasdaq Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE American, Nasdaq Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) 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 widespread act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's your reasonable judgment judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. (b) Notice of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) Termination. If the Underwriter elects you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter you by telephone, confirmed promptly thereafter by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of its obligations hereunder occurring prior to termination of this Agreement as a result of the termination of this Agreement. -28- 9. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed via overnight delivery service or hand delivered via courier to the Representative, c/o Craig-Hallum Capital Group LLC, 222 South Ninth Street, Suite 350, Minneapolis, Minnesota 55402, Attention: General Counsel, with a copy (which shall not constitute notice) to Faegre Baker Daniels LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402, Attention: Jonathan R. Zimmerman; if to the Company, shall be mailed via overnight delivery service or hand delivered to it at 1277 Orleans Drive, Sunnyvale, California 94089, Attention: Sue Cheung, with a copy (which shall not constitute notice) to Jones Day, 1755 Embarcadero Road, Palo Alto, California 94303, Attention: Alan Seem; or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Termination of this Agreement. (a) The Underwriter This Agreement shall have be subject to termination in the right to terminate this Agreement absolute discretion of the Representatives by giving notice given to the Company as hereinafter specified and each Selling Stockholder prior to delivery of and payment for the Securities, if at any time at or prior to the Closing Date or such time (i) trading in any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable dis...cretion of the Underwriter, (i) there has occurred any material adverse change in the -24- Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or the New York Stock Exchange; (ii) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market, the NYSE or the NYSE MKT Market shall have been suspended, (iii) suspended or limited or minimum or maximum prices for trading shall have been fixed, established on such Exchange or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) Market; (iii) a banking moratorium shall have been declared either by federal Federal or state authorities, (v) New York State authorities or a material disruption in clearance or settlement systems shall have occurred; or (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any hostilities, declaration by the United States of a national emergency or war, any substantial change war or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) crisis the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that effect of which on financial markets is such as to make it, in the Underwriter's reasonable good faith judgment is material and adverse and makes it impractical of the Representatives, impracticable or inadvisable to proceed with the completion offering, sale or delivery of the sale of and payment for Securities as contemplated by the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or and the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter. Prospectus. View More
Termination of this Agreement. (a) The 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 or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), Date, if in the reasonable discretion of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Unde...rwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq NASDAQ or trading in securities generally on NYSE MKT, the Nasdaq New York Stock Market, the NYSE Exchange or the NYSE MKT NASDAQ shall have been suspended, (iii) (ii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, NASDAQ, or the New York Stock Exchange, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) (iii) a banking moratorium shall have been declared by federal federal, New York or California state authorities, (v) 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 of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) (v) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) 5(a)(vii) and Section 7 8 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, Section 10, the Company shall be notified promptly by the Underwriter by telephone, confirmed promptly thereafter by letter. 22 11. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriter, shall be mailed, delivered or telecopied to Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660, telecopy number: (949) 720-7227, Attention: Managing Director; and if to the Company, shall be mailed, delivered or telecopied to it at Active Power, Inc., 2128 W. Braker Lane, BK12, Austin, Texas 78758, telecopy number: (512) 836-4511, Attention: Chief Executive Officer, with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich & Rosati, 900 South Capital of Texas Highway, Las Cimas IV, 5th Floor, Austin, TX 78746, telecopy number: (512) 338-5499, Attention: Robert Suffoletta; or in each case to such other address as the person to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. View More
Termination of this Agreement. (a) The Underwriter This Agreement shall have be subject to termination in the right to terminate this Agreement absolute discretion of the Representatives by giving notice given to the Company as hereinafter specified prior to delivery of and payment for the Notes, if at any time at or prior to the Closing Date or such time (i) trading in any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of the Underwriter, (i) th...ere has occurred any material adverse change in the Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq or Stock Market; (ii) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market, the NYSE or the NYSE MKT Market shall have been suspended, (iii) suspended or limited or minimum or maximum prices for trading shall have been fixed, established on such Exchange or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) Market; (iii) a banking moratorium shall have been declared either by federal Federal or state authorities, (v) New York State authorities or a material disruption in clearance or settlement systems shall have occurred; or (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any hostilities, declaration by the United States of a national emergency or war, any substantial change war or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) crisis the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that effect of which on financial markets is such as to make it, in the Underwriter's reasonable good faith judgment is material and adverse and makes it impractical of the Representatives, impracticable or inadvisable to proceed with the completion offering, sale or delivery of the sale of and payment for the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates Notes as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly contemplated by the Underwriter by telephone, confirmed by letter. Prospectus. View More
Termination of this Agreement. (a) The Underwriter This Agreement shall have be subject to termination in the right to terminate this Agreement absolute discretion of the Representatives by giving notice given to the Company as hereinafter specified and the Selling Stockholder prior to delivery of and payment for the Securities, if at any time at or prior to the Closing Date or such time (i) trading in any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable disc...retion of the Underwriter, (i) there has occurred any material adverse change in the Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or the New York Stock Exchange; (ii) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market, the NYSE or the NYSE MKT Market shall have been suspended, (iii) suspended or limited or minimum or maximum prices for trading shall have been fixed, established on such Exchange or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) Market; (iii) a banking moratorium shall have been declared either by federal Federal or state authorities, (v) New York State authorities or a material disruption in clearance or settlement systems shall have occurred; or (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any hostilities, declaration by the United States of a national emergency or war, any substantial change war or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) crisis the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that effect of which on financial markets is such as to make it, in the Underwriter's reasonable good faith judgment is material and adverse and makes it impractical of the Representatives, impracticable or inadvisable to proceed with the completion offering, sale or delivery of the sale of and payment for Securities as contemplated by the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or and the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not 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(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter. Prospectus. View More
