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 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 Common Stock shall have been suspended by the Commission or Nasdaq the listing application with the NASDAQ Capital Market has been rejected or delayed or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT NASDAQ Capital 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 Capital Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) jurisdiction (which includes the Company's 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 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 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 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 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 an indictable offence relating to any material adverse change in the assets, properties, condition, financial or otherwise, corporate matter; (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 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(a)(vii) and Section 7 6 hereof shall at all times be effective and shall survive such termination. 29 -22- (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 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 listing application with the NASDAQ Capital Market has been rejected or delayed or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT NASDAQ Capital 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 Capital 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), (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 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 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 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 an indictable offence relating to any material adverse change in the assets, properties, condition, financial or otherwise, corporate matter; (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 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(a)(vii) 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, 31 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 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 the NYSE-MKT or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT 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 (which includes the Company's Common Stock) shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, NYSE-MKT, 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 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 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 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 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(a)(vii) 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 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 the NYSE American or trading in securities generally on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, New York Stock Market, the NYSE Exchange or the NYSE MKT American 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 Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, New York Stock Market, Exchange or the NYSE or NYSE MKT, American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) (iii) a banking moratorium shall have been declared by federal or New York state authorities, (v) (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) (v) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that the effect of which, in each case described in this subsection (a), in the Underwriter's reasonable Representative's 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) 5(a)(ix) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 20 (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 the NASDAQ Capital Market or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT NASDAQ Capital 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 Capital 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), (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 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 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 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 an indictable offence relating to any material adverse change in the assets, properties, condition, financial or otherwise, corporate matter; (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 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(a)(vii) and Section 7 6 hereof shall at all times be effective and shall survive such termination. 29 27 (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 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 a 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 disrupt
...ed, 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 (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, Nasdaq, 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, Nasdaq, 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 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)(xi) 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 Oppenheimer & Co. Inc., 85 Broad Street, New York, NY 10004, Attention: Managing Director, with a copy to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, telecopy number: (212) 983-3115, Attention: Ivan K. Blumenthal; and if to the Company, shall be mailed, delivered or telecopied to it at 9640 Towne Centre Drive, Suite 100, San Diego, CA 92121, telecopy number: (858) 888-7601, Attention: R. Erik Holmlin, President and 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 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 the NASDAQ Capital Market or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT NASDAQ Capital 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 Capital 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), (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 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, 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 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 an indictable offence relating to any material adverse change in the assets, properties, condition, financial or otherwise, corporate matter; (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 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(a)(vii) and Section 7 6 hereof shall at all times be effective and shall survive such termination. 29 27 (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 shall have Prior to the
right to terminate purchase of the Offered Securities by the investors on the Closing Date, this Agreement
may be terminated by
giving the Placement Agent 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 ha...s occurred any material adverse change in the Company's securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended or limited by the Commission Commission, any other securities regulatory authority, or Nasdaq by the NASDAQ or trading in securities generally on the Nasdaq Stock Market, NASDAQ, the NYSE NYSE, or the NYSE MKT American shall have been suspended, (iii) suspended or limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, generally established on the Nasdaq Stock Market, the NYSE or NYSE MKT, by any of such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal or state authorities, (v) New York or authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iii) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any substantial change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial or economic conditions conditions, as in the judgment of the Placement Agent 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 good faith judgment of the Placement Agent there shall have occurred any material adverse change, or any other calamity development or crisis, event involving a prospective material adverse change, in the condition, financial or (vi) otherwise, or in the business, properties, earnings, results of operations or prospects of the Company suffers any and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Placement Agent 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 Placement Agent, except that the Company shall be obligated to reimburse the expenses of the Placement Agent pursuant to Section 4 and Section 7 hereof or (b) the Placement Agent 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 shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing
Date Date, if (i) the Company or
any Option Closing Date (as the Selling Stockholder shall have failed, refused or 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 c...ondition of the Underwriter, (i) there has occurred any material adverse change Underwriter's obligations set forth in the securities markets Section 6 hereunder is not fulfilled or any event, act or occurrence that has materially disrupted, or in the opinion of waived by 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) (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) 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 Global Market by such exchange or by order of the Commission or any other governmental authority having jurisdiction, jurisdiction (which includes the Company's Common Stock), or (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation authorities which prevents payment by an Underwriter pursuant to Section 4, in each case of hostilities or act (i) through (iv) herein, the effect 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 which, in the Underwriter's reasonable judgment is material and adverse and makes good faith judgment, would make it impractical or inadvisable impracticable to proceed with the completion offering, sale and/or delivery 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 Shares as of which information is given in contemplated by the Registration Statement, Statement and 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. Prospectus. 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 elects to terminate this Agreement as provided in this Section, Section 9, the Company and the Selling Stockholder shall be notified promptly by the Underwriter by telephone, confirmed by letter. letter as provided in Section 11.
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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 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 Underwriter's obligations set forth in the securities markets Section 5 hereunder is not fulfilled or any event, act or occurrence that has materially disrupted, or in the opinion of waived by 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) (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) 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 Global Market by such exchange or by order of the Commission or any other governmental authority having jurisdiction, jurisdiction (which includes the Company's Common Stock), or (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of hostilities or act (i) through (iv) herein, the effect 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 which, in the Underwriter's reasonable judgment is material and adverse and makes good faith judgment, would make it impractical or inadvisable impracticable to proceed with the completion offering, sale and/or delivery 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 Shares as of which information is given in contemplated by the Registration Statement, Statement and 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. Prospectus. 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 to terminate this Agreement as provided in this Section, Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter. letter as provided in Section 10.
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