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 Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing
Date 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 opin...ion 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 NASDAQ or trading in securities generally on NASDAQ, the Nasdaq New York Stock Market, the NYSE Exchange or the NYSE MKT 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 NASDAQ, the Nasdaq New York Stock Market, Exchange or the NYSE or NYSE MKT, 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) (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) and Section 7 8 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter Representative elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter Representative by telephone, confirmed promptly thereafter by letter. 27 11. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to Roth or any other 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 1277 Orleans Drive, Sunnyvale, CA 94089, telecopy number: (408) 990-4040, Attention: Peter Stone, with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto 94304, Attention: Randy Lewis; 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.
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Termination of this Agreement. (a)
The Underwriter Right to Terminate. You shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the
First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) 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 performed hereunder (other than, prior ...to the First Closing Date or the Second Closing Date, agreements that are intended to be performed on such date), (ii) any Option condition of the Underwriter's obligations hereunder is not fulfilled (other than, prior to the First Closing Date (as to or the Option Shares Second Closing Date, conditions that are intended to be purchased satisfied 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 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) date), (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 Nasdaq NYSE MKT, 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 Nasdaq Stock Market, the NYSE or NYSE MKT, NASDAQ Stock Market or New York Stock Exchange, by such exchange Exchange or by order of the Commission Commission, FINRA 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. -26- 9. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriter, shall be mailed via overnight delivery service or hand delivered via courier to Ladenburg Thalmann & Co. Inc., 570 Lexington Avenue, 11th Floor, New York, NY 10022 Attention: General Counsel; if to the Company, shall be mailed or delivered to it at 6244 185th Avenue NE, Suite 100, Redmond, Washington 98052, Attention: General Counsel, with a copy to Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199, Attention: Joel F. Freedman, Esq. ; 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.
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Termination of this Agreement. (a) The
Underwriter Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the
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 closing date, to perform any agreement on its part to be
pu...rchased 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 Underwriters' obligations hereunder is not fulfilled, (iii) trading 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 NASDAQ Stock Market, the NYSE New York Stock Exchange or the NYSE MKT 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 NASDAQ Stock Market, New York Stock Exchange or the NYSE or NYSE MKT, 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 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, hostilities, 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 Underwriters' 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) If the Underwriter Representative elects to terminate this Agreement as provided in this Section, Section 8, the Company shall be notified promptly by the Underwriter Representative by telephone, confirmed by letter. No action taken pursuant to this Section 9 shall not relieve the Company from liability, if any, in respect of such default. (b) If any Underwriter shall fail at the First Closing Date to purchase and pay for the portion of the Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any 24 others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (i) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Securities to be purchased on the First Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Securities which they are obligated to purchase hereunder, to purchase the Securities which such defaulting Underwriter or Underwriters failed to purchase, or (ii) if the aggregate number of shares with respect to which such default shall occur exceeds 10% of the Securities to be purchased on the First Closing Date, the Company or the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided in Sections 4(viii) and 6 hereof; provided, however, upon any such termination as set forth in this Section 9(b), the Company shall not be required to pay the expenses of the Underwriters as described in Section 4(viii) above. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9(b), the First Closing Date may be postponed for such period, not exceeding seven days, as the Representative may determine in order that the required changes in the Registration Statement, the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term "Underwriter" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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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 Representative, by
giving notice
given to the Company
as hereinafter specified prior to delivery of and payment for the Securities, if 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, time (i)
there has occurre...d 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 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 the New York Stock Exchange or trading in securities generally on the Nasdaq New York Stock Market, the NYSE or the NYSE MKT Exchange 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, established 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) Exchange; (ii) a banking moratorium shall have been declared either by federal Federal or state authorities, (v) New York State authorities; or (iii) 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 judgment is material and adverse and makes it impractical of the Representative, impracticable or inadvisable to proceed with the completion offering, sale or delivery of the sale Securities as contemplated by the Prospectus and the Disclosure Package (exclusive of any amendment or supplement thereto). Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5, 7 and 8 hereof or (b) any Underwriter to the Company. 24 11. Representations and Indemnities to Survive Delivery. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Shares, Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or (vii) in the judgment of the Underwriter, there has been, since the time of execution cancellation 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. Agreement.
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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 Securities, if 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, time (i)
there has occurr...ed 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 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 the New York Stock Exchange or trading in securities generally on the Nasdaq New York Stock Market, the NYSE or the NYSE MKT Exchange 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, established 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) Exchange; (ii) a banking moratorium shall have been declared either by federal Federal or state authorities, (v) New York State authorities; or (iii) 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 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 Securities as contemplated by the Prospectus and the Disclosure Package (exclusive of any amendment or supplement thereto). Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5, 7 and 8 hereof or (b) any Underwriter to the Company. 24 11. Representations and Indemnities to Survive Delivery. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Shares, Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or (vii) in the judgment of the Underwriter, there has been, since the time of execution cancellation 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. Agreement.
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Termination of this Agreement. (a)
The Underwriter Right to Terminate. You shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the
First Closing
Date 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 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 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 the NYSE MKT LLC or trading in securities generally on the Nasdaq NYSE MKT, 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 Nasdaq Stock Market, the NYSE or NYSE MKT, NASDAQ Stock Market or 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 good faith 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 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 Underwriter, shall be mailed via overnight delivery service or hand delivered via courier to Craig-Hallum Capital Group LLC, 222 South 9th Street, Suite 350, Minneapolis, Minnesota 55402, Attention: General Counsel; if to the Company, shall be mailed or delivered to it at 2210 Woodland Drive, Manitowoc, Wisconsin 55420, Attention: Chief Executive Officer, with a copy to Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202-5306, Attention: Steven R. Barth, Esq. ; 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.
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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 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, Prospectus or to enforce contracts for the sale of securities. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any material adverse change Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5, 7, 8 and 9 hereof or (b) any Underwriter to the Company. -27- 12. No Advisory or Fiduciary Responsibility. The Company acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the 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 is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the assets, properties, condition, financial process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the advisor, agent or otherwise, fiduciary of the Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the results Company with respect to any of operations, business affairs the transactions contemplated hereby or business prospects 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 Agreement; (iv) the several 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 its subsidiaries considered as a whole, whether or not arising in 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 it 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.
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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 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 -31- 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 of Section 5(a)(viii) Issuers 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 Operating Partnership shall be notified promptly by obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5, 7, 8 and 9 hereof or (b) any Underwriter by telephone, confirmed by letter. to the Issuers and the Operating Partnership.
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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 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, Prospectus or to enforce contracts for the sale of securities. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any material adverse change Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5, 7, 8 and 9 hereof or (b) any Underwriter to the Company. 12. No Advisory or Fiduciary Responsibility. The Company acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the 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 is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the assets, properties, condition, financial process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the advisor, agent or otherwise, fiduciary of the Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the results Company with respect to any of operations, business affairs the transactions contemplated hereby or business prospects 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 Agreement; (iv) the several 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 its subsidiaries considered as a whole, whether or not arising in 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 it 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.
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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 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 -31- (a) the Issuers or the Operating Partnership to any other party Underwriter, except that the provisions of Section 5(a)(viii) Issuers 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 Operating Partnership shall be notified promptly by obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5, 7, 8 and 9 hereof or (b) any Underwriter by telephone, confirmed by letter. to the Issuers and the Operating Partnership.
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