This page contains Termination of this Agreement clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination of this Agreement. (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwrite
...r, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.
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Variations of a "Termination of this Agreement" Clause from Business Contracts
Termination of this Agreement.
(a) The Underwriter 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 if at any
time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the reasonable discretion of the Underwriter, (i) there has occurred any material advers...e change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq 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, time: (1) there has been, since the time of execution of this Agreement or since the respective dates date 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 change, or otherwise, any development or in the results of operations, business affairs event or business prospects condition of the Company and its subsidiaries considered as a whole, type described in Section 6(b), whether or not arising in the ordinary course of business. business, which individually or in the aggregate, in the sole judgment of the Representative is material and adverse and makes it impractical or inadvisable to market the Offered Shares or to enforce contracts for the sale of the Offered Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to market the Offered Shares or to enforce contracts for the sale of the Offered Shares, (3) if trading in the Common Shares has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing (other than a voluntary suspension of trading or withdrawal of the Company's listing on the TSX Venture Exchange), (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. 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 Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 5(a)(viii) 9 and Section 7 hereof 10 shall at all times be effective and shall survive such termination. 29 -34- 13. No Advisory or Fiduciary Relationship. The Company acknowledges 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, 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 its shareholders, or its creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this 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, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company shall be notified promptly by has consulted its own legal, accounting, regulatory and tax advisors to the Underwriter by telephone, confirmed by letter. extent it deemed appropriate.
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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 Representatives by notice
given to the Company
as hereinafter specified and the Issuer 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 th...e 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 Company's 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 Issuer's securities shall have been suspended or materially limited by the Commission or Nasdaq or Commission, (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) FINRA; (iii) a general banking moratorium shall have been declared by any of federal or state authorities, (v) New York authorities; (iv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, as in the judgment of the Representatives 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 the General Disclosure Package or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any other calamity or crisis, Material Adverse Change; or (vi) the Company suffers any or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representatives may interfere materially with the time conduct of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects and operations of the Company and its subsidiaries considered as a whole, or the Issuer 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 10 shall be without 24 liability on the part of (a) the Company or the Issuer to any Underwriter, except that the Company and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5(h) and 8 hereof, (b) any Underwriter to the Company and the Issuer, or (c) any party hereto to any other party except that the provisions of Section 5(a)(viii) 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 shall have Prior to the
right to terminate Closing Date, this Agreement
may be terminated by
giving the Representatives by notice
given to the Company
as hereinafter specified and the Issuer 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 th...e 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 Company's 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 Issuer's securities shall have been suspended or materially limited by the Commission or Nasdaq or Commission, (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market, the NYSE Market or the NYSE MKT New York Stock Exchange shall have been suspended, (iii) suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) FINRA; (iii) a general banking moratorium shall have 28 been declared by any of federal or state authorities, (v) New York authorities; (iv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions conditions, as in the judgment of the Representatives 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 the General Disclosure Package or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any other calamity or crisis, Material Adverse Change; or (vi) the Company suffers any or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that in the Underwriter's reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion calamity of the sale of and payment for the Shares, or (vii) such character as in the judgment of the Underwriter, there has been, since Representatives may interfere materially with the time conduct of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects and operations of the Company and its subsidiaries considered as a whole, or the Issuer 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 10 shall be without liability on the part of (a) the Company or the Issuer to any Underwriter, except that the Company and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5(h) and 8 hereof, (b) any Underwriter to the Company and the Issuer, or (c) any party hereto to any other party except that the provisions of Section 5(a)(viii) 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 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 Underwriters by notice given to the
Option Shares to be purchased on such Option Closing Date only), Company, if
at any time: (i) trading or quotation in
the reasonable discretion any of the
Underwriter, (i) there has occurred any material adverse... change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock 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 of such quotation system or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, stock exchange 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 any U.S. federal or New York state authorities, (v) authorities 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 the United States of a national emergency crisis or war, calamity, or any substantial change or development involving a prospective substantial change in the 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 markets, as, in the Underwriter's reasonable judgment of the Underwriters, is material and adverse and makes it impractical impracticable or inadvisable to proceed with the completion offering, sale or delivery of the sale of and payment for the Shares, or (vii) Securities in the judgment of manner, and on the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given terms, described in the Registration Statement, the Time of Sale Pricing Disclosure Package or the Final Prospectus, any material adverse change in Prospectus or to enforce contracts for the assets, properties, condition, financial or otherwise, or in the results sale of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. securities. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the reasonable expenses of the Underwriters pursuant to Sections 5 and 7 hereof, (ii) any Underwriter to the Company, or (iii) any party hereto to any other party 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 -23- 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Underwriter elects to terminate Company, its officers and the several Underwriters, set forth in, or made pursuant to, this Agreement as provided will remain in this Section, full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any of their partners, officers or directors or any controlling person, as the case may be, and will survive (i) delivery of and payment for the Securities sold hereunder and (ii) any termination of this Agreement (other than, with respect to the representations and warranties of the Company, if the termination does not result, in whole or in part, from the fault of the Company). The provisions of Section 5, Section 7, Section 8, Section 9, this Section 11, Section 15 and Section 16 hereof shall be notified promptly by survive the Underwriter by telephone, confirmed by letter. termination or cancellation of this Agreement.
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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 Underwriters by notice given to the
Option Shares to be purchased on such Option Closing Date only), Company, if
at any time: (i) trading or quotation in
the reasonable discretion any of the
Underwriter, (i) there has occurred any material adverse... change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common Stock 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 of such quotation system or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE MKT, stock exchange 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 any U.S. federal or New York state authorities, (v) authorities 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 the United States of a national emergency crisis or war, calamity, or any substantial change or development involving a prospective substantial change in the 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 markets, as, in the Underwriter's reasonable judgment of the Underwriters, is material and adverse and makes it impractical impracticable or inadvisable to proceed with the completion offering, sale or delivery of the sale of and payment for the Shares, or (vii) Securities in the judgment of manner, and on the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given terms, described in the Registration Statement, the Time of Sale Pricing Disclosure Package or the Final Prospectus, any material adverse change in Prospectus or to enforce contracts for the assets, properties, condition, financial or otherwise, or in the results sale of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. securities. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the reasonable expenses of the Underwriters pursuant to Sections 5 and 7 hereof, (ii) any Underwriter to the Company, or (iii) any party hereto to any other party 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 22 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Underwriter elects to terminate Company, its officers and the several Underwriters, set forth in, or made pursuant to, this Agreement as provided will remain in this Section, full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any of their partners, officers or directors or any controlling person, as the case may be, and will survive (i) delivery of and payment for the Securities sold hereunder and (ii) any termination of this Agreement (other than, with respect to the representations and warranties of the Company, if the termination does not result, in whole or in part, from the fault of the Company). The provisions of Section 5, Section 7, Section 8, Section 9, this Section 11, Section 15 and Section 16 hereof shall be notified promptly by survive the Underwriter by telephone, confirmed by letter. termination or cancellation of this Agreement.
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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 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) 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 Capital 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 24 (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 11.
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Termination of this Agreement. (a)
The Underwriter Right to Terminate. You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice
to the Company as hereinafter specified at any time at or prior to the
First Closing
Date or Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any
Option Closing Date (as time prior to the
Option Shares Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such C...losing Date, to perform any agreement on its part to be purchased on such Option Closing Date only), if in the reasonable discretion performed hereunder, (ii) any other condition of the Underwriter, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions Underwriters' obligations hereunder is not fulfilled, -32- (iii) trading on the financial markets in the United States is such as to make it, in the judgment of the Underwriter, inadvisable NASDAQ Stock Market or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company's Common New York Stock Exchange 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 wholly suspended, (iii) (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq NASDAQ Stock Market, the NYSE Market or NYSE MKT, New York Stock Exchange, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) Governmental Authority, (v) a banking moratorium shall have been declared by federal or state authorities, (v) or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions markets or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that crisis that, in the Underwriter's reasonable judgment your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares, or (vii) in the judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) 4(g) and Section 7 6 hereof shall at all times be effective and shall survive such termination. 29 effective. (b) Notice of Termination. If the Underwriter elects you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter you by telephone, confirmed by letter.
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Termination of this Agreement.
(a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date
or any Option Closing Date (as this Agreement may be terminated by the Representatives by notice given to the
Option Shares to be purchased on such Option Closing Date only), Company if
at any time (i)(A) trading or quotation in
the reasonable discretion any of the
Underwriter, (i) there has occurred any material adverse c...hange 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 New York Stock Exchange, or (B) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market, the NYSE or the NYSE MKT Inc. shall have been suspended, (iii) suspended or limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, generally established on 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; (iii) in the judgment of the Representatives there shall have occurred any attack on, Material Adverse Change; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any declaration by crisis or calamity, or any change in the United States of a national emergency or war, international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, that conditions, as in the Underwriter's reasonable judgment of the Representatives is material and adverse and makes it impractical impracticable or inadvisable to proceed with market the completion of the sale of and payment for the Shares, or (vii) Securities in the judgment of manner and on the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given terms described in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in Prospectus or to enforce contracts for the assets, properties, condition, financial or otherwise, or in the results sale of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. securities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or any Notes Guarantors to any Underwriter, except that if termination is pursuant to clause (i)(A) or (iii) of the preceding sentence the Company or any Notes Guarantor shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 7 hereof, (b) any Underwriter to the Company or any Notes Guarantor, or (c) any party hereto to any other party except that the provisions of Section 5(a)(viii) Sections 8 and Section 7 9 hereof shall at all times be effective and shall survive such termination. 29 (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.
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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 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) 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 Capital 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 11.
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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 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 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 25 (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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