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, as Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company
and the Selling Stockholders as hereinafter specified at any time at or prior to the
First Closing
Date or Date, and the option referred to in Section 4(b), if exercised, may be cancelled at any
Option Closing Date (as time prior to the
Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been u...nable, at or prior to such Closing Date, to perform any agreement on its part to be purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States Underwriters' obligations hereunder is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on 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 Nasdaq Stock Market, Market or the NYSE 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 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) 5(g) and Section 7 8 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
First Closing
Date or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any
Option Closing Date (as time prior to the
Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such C...losing Date, to perform in any material respect 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 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 Exchange or by order of the Commission or any other governmental authority Governmental Entity 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 -34 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 to terminate purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representatives by notice
given to the Company
as hereinafter specified if at any
time at time: (a) 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) th...ere has occurred any material adverse change in the Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended or limited by the Commission or Nasdaq by the Exchange, or trading in securities generally on either the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) suspended or limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, generally established on the Nasdaq Stock Market, the NYSE or NYSE MKT, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (b) a general banking moratorium shall have been declared by federal any of federal, New York or state authorities, (v) Delaware authorities; (c) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial or economic conditions conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (d) in the judgment of the Representatives there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of -37- business; or (e) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representatives may interfere materially with the time conduct of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (i) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (ii) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 (b) If 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 Prior to the purchase of the Firm Securities by the Underwriter
shall have on the
right to terminate First Closing Date, this Agreement
may be terminated by
giving the Underwriter by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation in any
Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of the
Underwriter, (i) there has occurred ...any material adverse change in the Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended or limited by the Commission or Nasdaq by the Nasdaq, or trading in securities generally on either the Nasdaq Stock Market, the NYSE or the NYSE MKT New York Stock 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, generally established on the Nasdaq Stock Market, the NYSE or NYSE MKT, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by federal any of federal, New York, or state authorities, (v) Virginia authorities; (iii) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial or economic conditions conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any other calamity Material Adverse Change; or crisis, or (vi) (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 Underwriter may interfere materially with the time conduct of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Section 4 or Section 7 hereof or (b) the Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 (b) If 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, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the
First Closing
Date or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any
Option Closing Date (as time prior to the
Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such C...losing Date, to perform any agreement on its part to be purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States Underwriters' obligations hereunder is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or The Nasdaq Stock Market or trading in securities generally on 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 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 -34- 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, 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 to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representatives by notice
given to the Company
as hereinafter specified if at any
time at time: (i) trading or
prior to the Closing Date or quotation in any
Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of the
Underwriter, (i) there ...has occurred any material adverse change in the Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended or limited by the Commission or Nasdaq by the NASDAQ, or trading in securities generally on either the Nasdaq Stock Market, the NYSE NASDAQ or the NYSE MKT shall have been suspended, (iii) suspended or limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, generally established on the Nasdaq Stock Market, the NYSE or NYSE MKT, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by federal any of federal, New York, or state authorities, (v) Massachusetts authorities; (iii) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial or economic conditions conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representatives may interfere materially with the time conduct of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such -35- termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 (b) If 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 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 the Nasdaq Stock Market, the NYSE or the NYSE MKT NASDAQ shall have been suspended, (iii) (ii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) (iii) a general banking moratorium shall have been declared by federal federal, New York or California state authorities, (v) or (iv) there shall have occurred any attack on, material outbreak or material 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 material adverse change or development involving a prospective substantial in financial markets, any material adverse change in United States or international political, financial or economic conditions or any other material calamity or material crisis, or (vi) including an act of terrorism, the Company suffers effect of any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that of which, in each case described in this subsection (a), 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 of Shares on the terms and payment for the Shares, or (vii) in the judgment of manner contemplated by 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, Final Prospectus, 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. this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) 5(a)(vii), Section 5(b)(i) and Section 7 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.
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Termination of this Agreement. (a)
The Underwriter Right to Terminate. You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the
First Closing
Date or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any
Option Closing Date (as time prior to the
Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such C...losing Date, to perform any agreement on its part to be purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States Underwriters' obligations hereunder is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) not fulfilled, (iii) trading in the Company's Common Stock shall have been suspended by the Commission or The Nasdaq Stock Market or trading in securities generally on 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 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 -33- 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. Shares. 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 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 Securities 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... Underwriter, will in the future materially disrupt, the securities markets or there shall be such has been 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 which is such as to make it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares Public Securities (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 American 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, American, 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 New York 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 other international political, financial or economic conditions or any other calamity or crisis, the effect of which is to make it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Public Securities, 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. 24 10. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriter, shall be mailed, delivered or e-mailed to Roth Capital Partners, LLC, 800 San Clemente Drive, Suite 400, Newport Beach, CA 92660, e-mail: rothecm@roth.com, Attention: Managing Director; and if to the Company, shall be mailed, delivered or e-mailed to it at FlexEnergy Green Solutions, Inc., 112 Corporate Drive, Portsmouth, NH 03801, e-mail: wes.kimmel@flexenergy.com, Attention: Chief Financial Officer; 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, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the
First Closing
Date or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any
Option Closing Date (as time prior to the
Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such C...losing Date, to perform in any material respect any agreement on its or their 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 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 Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (iv) (v) a banking moratorium shall have been declared by federal or New York state authorities, (v) authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's reasonable judgment your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) 4(g) and Section 7 6 hereof shall at all times be effective and shall survive such termination. 29 -33- (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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