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.
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Variations of a "Termination of this Agreement" Clause from Business Contracts
Termination of this Agreement.
(a) The Underwriter shall have Prior to the
right to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representatives by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation 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) 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 or limited by the Commission or Nasdaq by Nasdaq, or trading in securities generally on the either Nasdaq Stock Market, the NYSE or the NYSE MKT 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, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal or state authorities, (v) New York authorities; (iii) 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 conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a 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 calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representatives may interfere materially with the time conduct 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 and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 -35- 13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares 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, (b) If in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter elects is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to terminate this Agreement as provided the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Section, Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company shall be notified promptly by has consulted its own legal, accounting, regulatory and tax advisors to the Underwriter by telephone, confirmed by letter. extent it deemed appropriate.
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Termination of this Agreement.
(a) The Underwriter shall have Prior to the
right to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representatives by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation 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) 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 or limited by the Commission Commission, any other securities regulatory authority, or Nasdaq by the NASDAQ, the TSX or trading in securities generally on the Nasdaq Stock Market, NASDAQ, the NYSE or the NYSE MKT TSX 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, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by federal any of U.S. or state authorities, (v) Canadian federal, New York or Massachusetts authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iii) 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 substantial 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 conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any material adverse change, or any other calamity development or crisis, event involving a prospective material adverse change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a 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 calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representatives may interfere materially with the time conduct 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 and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 (b) If -35- 13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares 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, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter elects is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its shareholders, or its creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to terminate this Agreement as provided the offering contemplated hereby or with respect to the Concurrent Registered Direct Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby or with respect to the Concurrent Registered Direct Offering except the obligations expressly set forth in this Section, Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby or with respect to the Concurrent Registered Direct Offering and the Company shall be notified promptly by has consulted its own legal, accounting, regulatory and tax advisors to the Underwriter by telephone, confirmed by letter. extent it deemed appropriate.
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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 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 C...losing 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 Commission, the Nasdaq Capital Market or Nasdaq Canadian Securities Exchange or trading in securities generally on the NYSE American, Nasdaq Stock -32-US.131466268.03 Market, the NYSE New York Stock Exchange or the NYSE MKT Canadian Securities 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 New York Stock Exchange or NYSE MKT, Canadian Securities 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.
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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 or trading in securities generally on the Nasdaq or New York Stock Market, the NYSE or the NYSE MKT 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 Nasdaq or New York Stock Market, the NYSE or NYSE MKT, 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 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 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. Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) 4(g) and Section 7 6 hereof shall at all times be effective and shall survive such termination. 29 (b) Notice of 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. -29- 10. Default by the Company. (a) Default by the Company. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(g) and Section 6 hereof, any non-defaulting party. (b) No Relief from Liability. No action taken pursuant to this Section shall relieve the Company so defaulting from liability, if any, in respect of such default.
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Termination of this Agreement.
(a) The Underwriter shall have Prior to the
right to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representative by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation 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) there h...as 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 or limited by the Commission or Nasdaq by the NYSE American, or trading in securities generally on either the Nasdaq Stock Market, the NYSE NASDAQ or the NYSE MKT 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, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by federal or state authorities, (v) any of federal, New York, Delaware authorities; (iii) 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 conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a 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 calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representative may interfere materially with the time conduct 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 and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 -33- 13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares 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, (b) If in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter elects is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to terminate this Agreement as provided the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Section, Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company shall be notified promptly by has consulted its own legal, accounting, regulatory and tax advisors to the Underwriter by telephone, confirmed by letter. extent it deemed appropriate.
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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 Representatives by notice given to the
Option Shares to be purchased on such Option Closing Date only), Company if
at any time (i) trading in
the reasonable discretion any of the
Underwriter, (i) there has occurred any material adverse change in the Com...pany'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 or limited by the Commission or Nasdaq or by 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 Inc. 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 any of such stock exchanges by 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) Commission; (iii) a general banking moratorium shall have been declared by federal or state authorities, (v) New York -27- authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iv) 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 Representatives is material and adverse and makes it impractical impracticable or inadvisable to proceed with the completion offering, sales or delivery of the sale of and payment for the Shares, or (vii) Securities 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 Company to any other party Underwriter, 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 obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5, 7, 8 and 9 hereof or (b) any Underwriter by telephone, confirmed by letter. to the Company.
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Termination of this Agreement.
(a) The Underwriter shall have Prior to the
right to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representative by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation 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) there h...as 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 or limited by the Commission or Nasdaq by the NASDAQ, or trading in securities generally on either the Nasdaq Stock Market, the NYSE NASDAQ or the NYSE MKT 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, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal or state authorities, (v) New York authorities; (iii) 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 conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a 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 calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representative may interfere materially with the time conduct 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 and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 36 13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares 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, (b) If in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter elects is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to terminate this Agreement as provided the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Section, Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company shall be notified promptly by has consulted its own legal, accounting, regulatory and tax advisors to the Underwriter by telephone, confirmed by letter. extent it deemed appropriate.
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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
First Closing
Date or Date, and the option referred to in Section 2(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 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 other 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 Underwriter's 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 Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE New York Stock Exchange or the NYSE MKT American shall have been wholly 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 Nasdaq Stock Market, the New York Stock Exchange or the NYSE or NYSE MKT, American, by such exchange Exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, (v) 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 substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions markets 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 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. Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) 3(g) and Section 7 5 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. effective.
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Termination of this Agreement.
(a) The Underwriter shall have Prior to the
right to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representatives by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation 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) 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 or limited by the Commission or Nasdaq by the Nasdaq, or trading in securities generally on either the Nasdaq Stock Market, the NYSE or the NYSE MKT 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, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal or state authorities, (v) New York authorities; (iii) 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 conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would have a Material Adverse Effect; or (v) the Company shall have sustained a 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 calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representatives may interfere materially with the time conduct 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 and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 -35- 13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares 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, (b) If in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter elects is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to terminate this Agreement as provided the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Section, Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company shall be notified promptly by has consulted its own legal, accounting, regulatory and tax advisors to the Underwriter by telephone, confirmed by letter. extent it deemed appropriate.
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Termination of this Agreement.
(a) The Underwriter shall have Prior to the
right to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representative by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation 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) there h...as 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 or limited by the Commission or by the Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market, the NYSE or the NYSE MKT 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, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal or state authorities, (v) New York authorities; (iii) 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 conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a 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 calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representative may interfere materially with the time conduct 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 and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 -29- 13. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares 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, (b) If in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter elects is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to terminate this Agreement as provided the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Section, Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company shall be notified promptly by has consulted its own legal, accounting, regulatory and tax advisors to the Underwriter by telephone, confirmed by letter. extent it deemed appropriate.
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