Common use of Effective Date of Agreement and Termination Clause in Contracts

Effective Date of Agreement and Termination. This Agreement will become effective upon execution and delivery by you and the Company. This Agreement may be terminated by you in your absolute discretion by giving written notice to the Company at any time on or prior to the Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, if prior to such time any of the following has occurred or, in your opinion, is likely to occur: (i) after the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus), any material adverse change or development involving a prospective material adverse change in or affecting particularly the business, results of operations, condition (financial or other), or prospects of the Company, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of the Shares impracticable or inadvisable; (ii) if, on or after the date of this Agreement, there has been (x) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions, if the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) on the financial markets of the United States would, in your sole judgment, make the offering or delivery of the Shares impracticable or inadvisable; (iii) if there has been a suspension of trading in securities generally

Effective Date of Agreement and Termination. This Agreement will shall become effective upon the later of (i) execution of this Agreement and delivery (ii) when notification of the effectiveness of the Registration Statement has been released by you and the CompanyCommission. This Agreement may be terminated at any time prior to the Closing Date by you in your absolute discretion by giving written notice to the Company at any time on or prior to the Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, Sellers if prior to such time any of the following has occurred or, in your opinion, is likely to occuroccurred: (i) after since the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus), any material adverse change or development involving a prospective material adverse change in or affecting particularly the businesscondition, results of operations, condition (financial or other)otherwise, of the Company or any of the Subsidiaries or the earnings, affairs, or business prospects of the CompanyCompany or any of the Subsidiaries, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of it impracticable to market the Shares impracticable or inadvisable; on the terms and in the manner contemplated in the Prospectus, (ii) if, on or after the date of this Agreement, there has been (x) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or political conditions, if the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) on the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your sole judgment, make the offering or delivery of it impracticable to market the Shares impracticable or inadvisable; on the terms and in the manner contemplated in the Prospectus, (iii) if there has been a the suspension or material limitation of trading in securities generallyon the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or Nasdaq National Market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other

Effective Date of Agreement and Termination. This Agreement will shall become effective upon the later of (i) execution of this Agreement and delivery (ii) when notification of the effectiveness of the Registration Statement has been released by you and the CompanyCommission. This Agreement may be terminated at any time prior to the Closing Date by you in your absolute discretion by giving written notice to the Company at any time on or prior to the Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, Sellers if prior to such time any of the following has occurred or, in your opinion, is likely to occuroccurred: (i) after since the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus), any material adverse change or development involving a prospective material adverse change in or affecting particularly the businesscondition, results of operations, condition (financial or other)otherwise, of the Company and its subsidiaries, taken as a whole, or the earnings, affairs, or business prospects of the CompanyCompany or any of its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of it impracticable to market the Shares impracticable or inadvisable; on the terms and in the manner contemplated in the Prospectus, (ii) if, on or after the date of this Agreement, there has been (x) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or political conditions, if the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) on the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your sole judgment, make the offering or delivery of it impracticable to market the Shares impracticable or inadvisable; on the terms and in the manner contemplated in the Prospectus, (iii) if there has been a the suspension or material limitation of trading in securities generallyon the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or Nasdaq National Market, (iv) the enactment, publication, decree or other promulgation of any federal or state

Effective Date of Agreement and Termination. (a) This Agreement will shall become effective upon immediately as to Sections 6 and 8 and, as to all other provisions, (i) if at the time of execution of this Agreement the Registration Statement has not become effective, at 10:00 a.m., on the first full business day following the effectiveness of the Registration Statement, or (ii) if at the time of execution of this Agreement the Registration Statement has been declared effective, at 10:00 a.m. on the first full business day following the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective as you may determine on and delivery by you and the Company. This Agreement may be terminated by you in your absolute discretion by giving written notice to the Company or by release of any of the Shares for sale to the public. For the purposes of this Section 10, the Shares shall be deemed to have been so released upon the release of publication of any newspaper advertisement relating to the Shares or upon the release by you of telegrams (i) advising the Underwriters that the Shares are released for public offering, or (ii) offering the Shares for sale to securities dealers, whichever may occur first. By giving notice before the time this Agreement becomes effective, you, as representative of the several Underwriters, or the Company, may prevent this Agreement from becoming effective, without liability of any party to any other party, except that the Company shall remain obligated to pay costs and expenses to the extent provided in Section 6 hereof. (b) You may terminate this Agreement, by notice to the Company, at any time on or prior to the from date hereof until Closing Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, if prior to such time any of the following has occurred or, in your opinion, is likely to occur: (i) after in accordance with the last paragraph of Section 7 of this Agreement, or (ii) if there has been since the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus)Statement, any material adverse change change, or any development involving a prospective material adverse change change, in or affecting particularly the business, results of operations, operations or financial condition (financial or other), or prospects of the Company, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of the Shares impracticable or inadvisable; (iiiii) if, on or after the date of this Agreement, if there has been (x) the engagement in hostilities occurred or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) accelerated any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions, if conditions the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) which on the financial markets of the United States wouldis such as to make it, in your sole reasonable judgment, make impracticable to market the offering Shares or delivery enforce contracts for the sale of the Shares impracticable Shares, or inadvisable; (iiiiv) if there trading in any securities of the Company has been suspended by the Commission or by the Nasdaq Stock Market or if trading generally on the New York Stock Exchange or in the over-the-counter market has been suspended, or limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by such exchange or the NASD or by order of the Commission or any other governmental authority, or (v) if a suspension banking moratorium has been declared by federal or New York or Tennessee authorities, or (vi) any federal or state statute, regulation, rule or order of trading any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which in your reasonable opinion materially adversely affects or will materially adversely affect the business or operations of the Company, or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities generallymarkets in the United States. (c) If this Agreement is terminated pursuant to this Section 10, such termination shall be without liability of any party to any other party, except to the extent provided in Section 6. Notwithstanding any such termination, the provisions of Section 8 shall remain in effect.