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 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 Date, 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 advers...e change in the Issuers' or Parent'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 Nasdaq Stock Market, the NYSE Market or the NYSE MKT shall have been suspended, (iii) suspended or limited, or minimum or maximum prices for trading shall have been fixed, generally established on any such quotation Exhibit 1.1 system or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) the Financial Industry Regulatory Authority, Inc.; (ii) a general banking moratorium shall have been declared by any of federal or state authorities, (v) New York or Delaware authorities; (iii) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving any crisis or calamity, or any change in the United States, any declaration by the United States of a national emergency U.S. or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States U.S. or international political, financial or economic conditions conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in this Agreement, the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative, there shall have occurred any change, or any other calamity development 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 event involving a prospective change, in the Underwriter's reasonable judgment condition (financial or otherwise), results of operations, business, properties or prospects of the Parent and its subsidiaries taken as a whole which, is material and adverse and makes it impractical or inadvisable to proceed with the completion offering or delivery of the sale of Securities on the terms and payment for the Shares, or (vii) in the judgment of manner contemplated in this Agreement, 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 Pricing Disclosure Package or and the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Offering Memorandum. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Issuers or any Guarantor to any Initial Purchaser, except that the Issuers and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Issuers, or (iii) 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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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 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 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 98 Spit Brook Road, Suite 100, Nashua, New Hampshire 03062, Attention: Chief Executive 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 shall have Prior to the
right to terminate purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement
may be terminated by
giving the Representative by notice
given to the Company
as hereinafter specified and the Selling Shareholders if at any
time at time: (i) trading or
prior to the Closing Date or quotation in any
Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of
... the Underwriter, (i) there has occurred any material adverse change in the Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended or limited by the Commission or Nasdaq by the Nasdaq, or trading in securities generally on either the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) suspended or limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, generally established on the Nasdaq Stock Market, the NYSE or NYSE MKT, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by federal any of federal, New York, or state authorities, (v) Bermuda authorities; (iii) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial or economic conditions conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any other calamity development or crisis, event involving a prospective change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representative may interfere materially with the time conduct of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects and operations of the Company and its subsidiaries considered as a whole, regardless of whether or not arising in the ordinary course of business. such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company or the Selling Shareholders to any other party Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company or the Selling Shareholders; 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 -34- 13. No Advisory or Fiduciary Relationship. The Company and the Selling Shareholders acknowledge and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm's-length commercial transaction between the Company and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) If in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter elects is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Shareholders, or the Company's other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to terminate this Agreement as provided the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Section, Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company shall be notified promptly by and the Underwriter by telephone, confirmed by letter. Selling Shareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
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Termination of this Agreement.
(a) The Underwriter This Agreement shall
have the right be subject 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 termination in the
reasonable absolute discretion of the Underwriter,
(i) there has occurred any material adverse change in by notice given to the
securities markets or any event, act or occurrence ...that has materially disrupted, or in the opinion Company prior to delivery 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 and payment for the sale of the Shares (ii) Securities, if at any time prior to such time (i) 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 Underwriter, impracticable or inadvisable to proceed with the completion offering, sale or delivery of the sale of Securities as contemplated by the 23 Prospectus 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 (exclusive of any amendment 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. supplement thereto). Any such termination pursuant to this Section 9 shall be without liability on the part of any party (a) the Company to any other party the Underwriter, except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by obligated to reimburse the expenses of the Underwriter by telephone, confirmed by letter. pursuant to Sections 5, 7 and 8 hereof or (b) the Underwriter to the Company.
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Termination of this Agreement. (a) The
Underwriter 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 shall have failed, refused or
any Option Closing Date (as been unable, at or prior to the
Option Shares Closing Date, to perform any material agreement on its part to be
purchased on such Option Closing Date only), if in the reasonable 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 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 shares of Common Stock shall have been suspended by the Commission or Nasdaq NYSE MKT or trading in securities generally on the Nasdaq Stock Market, the NYSE 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 Stock Market, the NYSE or NYSE MKT, by such exchange Exchange, by FINRA or by order of the Commission or any other governmental authority having jurisdiction, (iv) jurisdiction (which includes the Company's shares of Common Stock), (v) 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 authorities which prevents payment 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 an Underwriter pursuant to Section 2, (vi) the Company suffers is in material breach of any loss by strike, fire, flood, earthquake, accident of its representations, warranties or other calamity, whether covenants hereunder, (vii) the Underwriters shall have become aware, after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Change, or not covered by insurance, that (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriter's Underwriters' reasonable judgment is material and adverse and makes it impractical or inadvisable judgment, to proceed with the completion offering and sale of the sale of and payment for the Shares, Securities, 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 (viii) a director of the Company and its subsidiaries considered (A) is charged with a felony offense relating to any financial matter arising from conduct relating to the Company, (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation), or (C) is enjoined, suspended or otherwise limited from serving as a whole, whether or not arising in director under the ordinary course of business. federal securities laws. 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, the Company shall be notified promptly by the Underwriter Representative by telephone, confirmed by letter.
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Termination of this Agreement. (a) The
Underwriter 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 shall have failed, refused or
any Option Closing Date (as been unable, at or prior to the
Option Shares Closing Date, to perform any material agreement on its part to be
purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of th
...e Underwriter, (i) there has occurred any material adverse change Underwriters' obligations hereunder is not fulfilled or waived by the Representative 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) writing, (iii) 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) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company's Common Stock) 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) (v) 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 authorities which prevents payment 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 an Underwriter pursuant to Section 3, (vi) the Company suffers is in material breach of any loss by strike, fire, flood, earthquake, accident of its representations, warranties or other calamity, whether covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or not covered by insurance, that (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriter's Underwriters' reasonable judgment is material and adverse and makes it impractical or inadvisable judgement, to proceed with the completion offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of and payment for the Shares, Securities, or (vii) in the judgment (viii) a director or executive officer of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information Company: (A) is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, charged with a felony offense relating to any material adverse change in the assets, properties, condition, financial or otherwise, corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or in the results of operations, business affairs or business prospects of investigation by a governmental body arising from conduct relating to the Company and its subsidiaries considered (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a whole, whether director or not arising in executive officer under the ordinary course of business. federal securities laws. 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 31 (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 by letter.
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Termination of this Agreement. (a) The
Underwriter 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 shall have failed, refused or
any Option Closing Date (as been unable, at or prior to the
Option Shares Closing Date, to perform any material agreement on its part to be
purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any condition of th
...e Underwriter, (i) there has occurred any material adverse change Underwriters' obligations hereunder is not fulfilled or waived by the Representative 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) writing, (iii) 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) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company's Common Stock) 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) (v) 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 authorities which prevents payment 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 an Underwriter pursuant to Section 3, (vi) the Company suffers is in material breach of any loss by strike, fire, flood, earthquake, accident of its representations, warranties or other calamity, whether covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or not covered by insurance, that (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriter's Underwriters' reasonable judgment is material and adverse and makes it impractical or inadvisable judgement, to proceed with the completion offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of and payment for the Shares, Securities, or (vii) in the judgment (viii) a director or executive officer of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information Company: (A) is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, charged with a felony offense relating to any material adverse change in the assets, properties, condition, financial or otherwise, corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or in the results of operations, business affairs or business prospects of investigation by a governmental body arising from conduct relating to the Company and its subsidiaries considered (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a whole, whether director or not arising in executive officer under the ordinary course of business. federal securities laws. 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 30 (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 by letter.
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Termination of this Agreement.
23 (a) The
Underwriter 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 shall have failed, refused or
any Option Closing Date (as been unable, at or prior to the
Option Shares Closing Date, to perform any material agreement on its part to be
purchased on such Option Closing Date only), if in the reasonable 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 Global Market or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT NASDAQ Global Market 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 NASDAQ Global Market, the NYSE or NYSE MKT, by such exchange Exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) jurisdiction (which includes the Company's Common Stock), or (v) 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 authorities which prevents payment 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 an Underwriter pursuant 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. Section 3. 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) If the Underwriter elects Underwriters elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter Underwriters 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, Representative, (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, Representative, 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, Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares Shares, (ii) 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 Nasdaq Stock Market, the NASDAQ, 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 NASDAQ, 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 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 reasonable judgment of the Underwriter, Representative, 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) 5(a)(vii) 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 by letter. 27 10. Notices. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to Representative, shall be mailed, delivered or telecopied to H.C. Wainwright & Co., LLC, 430 Park Avenue, 4th Floor, New York, New York 10022, telecopy number: (212) 214-0803, Attention: Head of Investment Banking, with a copy to Haynes and Boone, LLP, 30 Rockefeller Plaza, 26th Floor, New York, NY 10112, telecopy number: (212) 884-8234, Attention: Rick A. Werner; and if to the Company, shall be mailed, delivered or telecopied to it at 3579 Valley Centre Drive, Suite 100, San Diego, California 92130, telecopy number: (858) 350-0300, Attention: Chief Executive Officer, with a copy to Cooley LLP, 4401 Eastgate Mall, San Diego, CA 92121, telecopy number: (858) 550-6420, Attention: Thomas A. Coll; 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 Prior to the
right to terminate Closing Date, this Agreement
may be terminated by
giving the Representative by notice
given to the Company
as hereinafter specified if at any time
at (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 by the Nasdaq Global Market, Inc., or trading in securities generally on the Nasdaq New York Stock Market, the NYSE Exchange or the NYSE MKT Nasdaq Global Market, 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 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; (ii) 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 (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 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 the completion offering or the delivery of the Securities in the manner and on the terms described in the Disclosure Package or to enforce contracts for 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. securities.
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