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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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 American or trading in securities generally on the NYSE American, the Nasdaq Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE American, the Nasdaq Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's reasonable judgment your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. (b) Notice of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) Termination. If the Underwriter elects you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter you by telephone, confirmed by letter. (c) Effect of Termination. No party shall be relieved of any liability under this Agreement arising from any breach of its obligations hereunder occurring prior to termination of this Agreement as a result of the termination of this Agreement.
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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 Capital Market or trading in securities generally on the 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 NYSE MKT, Nasdaq Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's your reasonable judgment judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. -19- (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
31 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 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 Nasdaq The NASDAQ Stock Market, LLC or trading in securities generally on the Nasdaq The NASDAQ Stock Market, the NYSE LLC 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 The NASDAQ Stock Market, LLC or the NYSE or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred, 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(a)(vii) 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, Section 9, the Company shall be notified promptly by the Underwriter you by telephone, confirmed by letter.
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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 Closing Date
if (i) the Company shall have failed, refused or
been unable, at or prior to such closing date, to perform any
Option Closing Date (as to the Option Shares 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 Underwriter's 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 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 elects to terminate this Agreement as provided in this Section, Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.
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Termination of this Agreement. (a)
Right to Terminate. 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 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 the Nasdaq Capital Market or trading in securities generally on the Nasdaq NYSE American NASDAQ Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq NYSE American, NASDAQ Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's reasonable judgment your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. (b) Notice of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) Termination. If the Underwriter elects you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter you by telephone, confirmed by letter. -27- (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 Capital Market or trading in securities generally on the NYSE American, Nasdaq Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE American, Nasdaq Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any material adverse change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's your reasonable judgment judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment Securities. -29- (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 Capital Market or trading in securities generally on the 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 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 shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to
the Closing Date
if (i) the Company shall have failed, refused or
been unable, at or prior to such Closing Date, to perform any
Option Closing Date (as to the Option Shares agreement on its part to be
purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of th
...e 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 Initial Purchaser'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 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 NASDAQ Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any 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(f) 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.
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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 Closing
Date Date, if (i) the Company or
any Option Closing Date (as shall have failed, refused or been unable, at or prior to the
Option Shares Closing Date, to perform any agreement on its or their part to be
purchased on such Option Closing Date only), if in the reas...onable 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 Nasdaq the NASDAQ Stock Market or trading in securities generally on the Nasdaq 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 NASDAQ Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) Governmental Authority, (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 substantial change or development involving a prospective substantial change in United States financial markets or international political, financial or economic conditions or -29- 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(a)(vii) 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.
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Termination of this Agreement.
(a) The Underwriter shall have Prior to the
right Closing Time or, in the case of the Optional Securities, prior to
terminate the Date of Delivery this Agreement
may be terminated by
giving the Representatives by notice
given to the Company
as hereinafter specified if at any time
at (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) the...re 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 NYSE, or trading in securities generally on either the NYSE 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, generally established on any of such quotation system or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) FINRA; (ii) a general banking moratorium shall have been declared by federal any of federal, New York or state authorities, (v) Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representatives there shall have occurred any attack on, Material Adverse Change; (iv) there shall have occurred any 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 or any other calamity inadvisable to proceed with the offering, sale or crisis, delivery of the Securities in the manner and on the terms described in the Disclosure Package or (vi) the Prospectus or to enforce contracts for the sale of securities; or (v) the Company suffers any 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 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 conduct of the Company business and its subsidiaries considered as a whole, operations of the Company, -31- 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 11 shall be without liability on the part of (a) the Company to any Underwriter, and the Company shall be obligated to reimburse the expenses of the Representatives and Underwriters pursuant to Sections 5 and 7 hereof, (b) the Underwriters to the Company or (c) any party hereto to any other party except that the provisions of Section 5(a)(viii) Sections 8 and Section 7 9 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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