Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 hereof shall at all times be in full force and effect. (b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 2 contracts
Samples: Underwriting Agreement (Uti Worldwide Inc), Underwriting Agreement (Uti Worldwide Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, on Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market on Nasdaq by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 2 contracts
Samples: Underwriting Agreement (Us Search Corp Com), Underwriting Agreement (Xoom Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effectiveeffective or if a material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) (i) if the United States becomes engaged in hostilities there has occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been any other such calamity or crisis or any change in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company Company, the Operating Partnership or the Manager to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you receipt by Bear Stearns and the Company shall have received of notification of the effectiveness of the Registration Rexxxxxxxion Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Shareholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you Bear Stearns notifying the Company. Notwithstanding the foregoingany termination of this Xxxxxxent, the provisions of this Section 11 13 and of Sections 1, 52, 7 6, 8, 9, 12 and 15 hereof 14 through 19, inclusive, shall at all times be in full force and effecteffect at all times after the execution hereof.
(b) You Bear Stearns shall have the right to terminate this Agreement at any time prior to pxxxx xx the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of Bear Stearns will in the immediate future materially disrupt, the market for the Companyfox xxx Xompany's securities or securities in general; or (B) if trading on the The New York Stock Exchange, Exchange ("the American Stock Exchange NYSE") or the NASDAQ Nasdaq National Market, as the case may be, Market ("Nasdaq") shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority in the United States or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as ), in your the judgment of Bear Stearns, makes it impracticable or inadvisable to proceed with the offeringoffxxxxx, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 13 shall be by telephone, telex, or telegraph, confirmed in writing by letterto the Company and the Selling Shareholders.
(d) If this Agreement shall be terminated prior to the Closing Date pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by Bear Stearns as provided in Section 9(b13(a) hereofhereof or (ii) Section 10(b) herexx), or xx if the sale of the Firm Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied (other than the delivery of the opinion of Underwriters' Counsel where such opinion is otherwise deliverable) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youBear Stearns, reimburse the Underwriters for all out-of-pocket expenses (including inxxxxxxx the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when of: (i) you receipt by the Representative and the Company shall have received of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 hereof shall at all times be in full force and effect.
(b) You The Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the consummation of any closing to occur on an Additional Closing Date, as the case may be, if if: (Ai) a Material Adverse Change with respect to the Company shall have occurred; or (ii) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Representative will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Biii) if trading on the New York Stock Exchange, The NASDAQ Global Market, the American Stock Exchange NASDAQ Capital Market or the NASDAQ National Market, as the case may be, AMEX shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, The NASDAQ Global Market, the American Stock Exchange NASDAQ Capital Market or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, AMEX or by order of the Commission or any other governmental authority having jurisdiction; or (Civ) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution material disruption in commercial banking or securities settlement or clearance Maxim Group LLC October 18, 2006 Page 36 of the Firm Shares or the Additional Shares, as the case may be, 39 services shall have become effectiveoccurred; or (Dv) (iA) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (ii) as B), in your the judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youthe Representative, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, on Nasdaq by Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; if applicable; or (D) if any downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act; or E (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.or
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later to occur of when (i) you receipt by the Representatives and the Company shall have received of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Shareholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you the Representatives or by you the Representatives notifying the CompanyCompany and the Selling Shareholders. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Representatives will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq Stock Market's National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq Stock Market's National Market by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youthe Representatives, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 13 and of Sections 1, 52, 7 6, 8, 9, 12 and 15 hereof 14 through 19, inclusive, shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement Agreement, by notice to the Company and the Selling Stockholders, at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, Exchange or on the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspendedsuspended or made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, Exchange or on the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, Exchange or by the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) if there has been since the time of the execution of this Agreement or since the respective dates as of which information is given in the Prospectus (excluding any supplement thereto), any Material Adverse Effect, or (F) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 13 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b13(a) hereofhereof or (ii) Section 10(b)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 1A, 5, 6 and 7 and 15 hereof shall at all times be in full force and effect.
(b) You ING Barings LLC shall have the right to terminate this Agreement at any time on or prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Option Shares at any time on or prior to the Additional Closing Date, as the case may bebe (but in any event prior to delivery of and payment for the Shares), if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Market shall have been suspended, or limited, minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market Market, by the New York Stock Exchange, the American Stock Exchange Exchange, or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state federal or federal New York authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Option Shares, as the case may be, shall have become effective; or (DD)(i) (i) if the United States becomes engaged in there shall have occurred any outbreak or escalation of hostilities or there is an outbreak or escalation of national or international hostilities involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (ii) if there shall have has been such any crisis or calamity or any change or development in United States' or international political, financial or economic conditions conditions, if the effect of any such event in (iD)(i) or (ii) as D)(ii), in your the sole judgment of ING Barings LLC makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Option Shares, as the case may be, on the terms contemplated by the ProspectusProspectus (exclusive of any supplement thereto) or to enforce contracts for the sale of securities; or (E) in the sole judgment of ING Barings LLC there shall have occurred any Material Adverse Effect on the Company and its subsidiaries taken as a whole or (F) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of ING Barings LLC may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of ING Barings LLC and the underwriters pursuant to Sections 5, 6 and 7 hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Sections 5, 6 and 7 shall at all times be effective and shall survive such termination.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephone or telegraph, facsimile and confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 hereof 12 through 17, inclusive shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York NYSE, the Nasdaq Stock Exchange, Market (the "Nasdaq") or the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock ExchangeNYSE, the Nasdaq or the American Stock Exchange or the NASDAQ National Market by the New York Stock ExchangeNYSE, the Nasdaq or the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (iiE) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) hereof)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 11(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 5 hereof, to pay all out-of-pocket expenses of the Underwriters (including the fees and expenses of their counsel) incurred in connection with this Agreement.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M.p.m., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8, 10, 11 and 15 14 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, or the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; (iv) there has been since the date of this Agreement or since the respective dates as of which information is given on the Registration Statement, any Material Adverse Effect; or (Dv) (iA) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been any other calamity or crisis or any such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by you as provided in Section 11(a) or (ii) Section 9(b) hereof)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or , (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, shall have Market has been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, The Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or , (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters parties except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 10 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, be (i) if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as Market (collectively the case may be, "Exchanges") shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, authorities of such Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (iiv)(A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephone or telegraphfacsimile, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) when you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 56, 7 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, Nasdaq or the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, Nasdaq or the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, Nasdaq or the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state New York, Delaware, California or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b12(a) hereofhereof or (ii) Section 10(b)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 12(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 6 hereof, to pay all out-of-pocket expenses of the Underwriters (including the fees and expenses of their counsel) incurred in connection with this Agreement.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq/NMS shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market Nasdaq/NMS by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, such entities or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 13 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) [if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or NASDAQ by the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; ;] or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when effective (i) if Rule 430A under the Act is not used, when you and the Company shall have received notification of the effectiveness of the Registration Statement Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement. If either the initial public offering price Agreement or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after respective dates as of which information is given in the Registration Statement and Prospectus, (i) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business or condition of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares; or (ii) there shall have become effectiveoccurred any downgrading, this Agreement or any notice shall thereupon terminate without liability to have been given of (x) any intended or potential downgrading or (y) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any of its Subsidiaries by any “nationally recognized statistical rating organization” as that term is defined in Rule 436(g)(2) under the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaidAct; or (iii) if, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or Time of Purchase or, with respect to the obligations purchase of the Underwriters to purchase any Additional Shares, the Additional Shares at any time prior to the Additional Closing DateTime of Purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Nasdaq Stock Market shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Nasdaq Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by U. S. Federal or state authorities or a state material disruption has occurred in commercial banking or federal authority securities settlement or if any new restriction materially adversely affecting clearance services in the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effectiveUnited States; or (D) (iiv) if the United States becomes engaged shall have declared war in hostilities accordance with its constitutional processes, or if the United States shall have declared a state of national emergency or there is an shall have occurred any material outbreak or escalation of hostilities involving the United States States; or there is a declaration (v) if such other national or international calamity or crisis or material adverse change in general economic, political or financial conditions shall have occurred (or the effect of a national emergency or war by international conditions on the financial markets in the United States shall be such) or (ii) if there the United States shall have been such change in politicalbecome subject to an act of terrorism, financial or economic conditions if the effect of any such event in (i) or (ii) as that makes it, in your judgment makes it or in the judgment of such group of Underwriters, impracticable or inadvisable to proceed with the offering, sale and or delivery of the Firm Shares on the terms and in the manner contemplated in the Prospectus. If you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Additional Company and each other Underwriter shall be notified promptly by letter, facsimile or email. If the sale to the Underwriters of the Shares, as the case may be, on the terms contemplated by this Agreement, is not carried out by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If Underwriters for any reason permitted under this Agreement shall be terminated pursuant to with any of the provisions hereof terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) the extent provided in Sections 4(q), 5 and 9 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company under this Agreement (except to the Underwriters set forth herein is not satisfied extent provided in Section 9 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 13 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Optional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or NASDAQ by the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Primary Shares or the Additional Optional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) 26 27 or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Primary Shares or the Additional Optional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you receipt by the Lead Managers and the Company shall have received of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you the Lead Managers notifying the Company. Notwithstanding the foregoingany termination of this Agreement, the provisions of this Section 11 13 and of Sections 1, 5, 7 8, 9, 12 and 15 hereof 14 through 19, inclusive, shall at all times be remain in full force and effecteffect at all times after the execution hereof.
(b) You The Lead Managers shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if if, at or after the Applicable Time, (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Lead Managers will in the immediate future materially disrupt, the market for the Company's ’s securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange NYSE or the The NASDAQ National Market, as Market (the case may be, “NASDAQ”) shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange NYSE or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the distribution Company’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Firm Shares or the Additional Shares, as the case may be, shall have become effectiveCompany’s debt securities; or (Dv)(A) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (ii) as B), in your the judgment of the Lead Managers, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 13 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by the Lead Managers as provided in Section 9(b13(a) hereof or (ii) Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youthe Lead Managers, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received effective at such time after notification of the effectiveness of the Registration Statement or (ii) as you, the execution of this AgreementCompany and the Selling Shareholders shall agree upon the purchase price per Share. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth seventh full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Shareholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholders or the Attorney-in-Fact, or by joint action only of all the Selling Shareholders directly or the Attorney-in-Fact on behalf of all the Selling Shareholders by notifying the Company and you, or by you notifying the CompanyCompany and the Selling Shareholders or the Attorney-in- Fact. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, if any, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in generalmarkets; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or if the United States shall have become involved in a war or major hostilities; or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States; or if any downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating-organization" (Cas defined for purposes of Rule 436(g) under the Regulations); or if a banking moratorium has been declared by a state or federal authority authority, or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in the market for the Company's securities or securities in general or in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable impractical or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephone or telegraphfacsimile transmission, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Sections 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement herein or comply with any provision hereof, the Company will, and the Selling Shareholders jointly and severally agree subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.to
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M.p.m., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 13 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's ’s securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York American Stock Exchange, Exchange by the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 10 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, be (i) if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as Market (collectively the case may be, "Exchanges") shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, authorities of such Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (iiv)(A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, facsimile, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Women First Healthcare Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you when the Underwriters and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have this Agreement has become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company and the Selling Stockholders by notifying you the Underwriters or by you the Underwriters notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 6, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You ING Barings shall have the right to terminate this Agreement at any time on or prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Option Shares at any time on or prior to the Additional Closing Date, as if applicable (but in any event prior to delivery of and payment for the case may beShares), if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of ING Barings will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, shall have Market has been suspended, or limited, minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Option Shares, as the case may be, shall have has become effective; or (D) (iiv) if the United States becomes engaged in there has (A) occurred any outbreak or escalation of hostilities or there is an outbreak or escalation of national or international hostilities involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (iiB) if there shall have has been such any crisis or calamity or any change or development in domestic or international political, financial or economic conditions if conditions, and the effect of any such event in clause (iA) or (iiB) as above in your the sole judgment of ING Barings makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Option Shares, as the case may be, on the terms contemplated by the ProspectusProspectus (exclusive of any supplement thereto) or to enforce contracts for the sale of securities; or (v) in the sole judgment of ING Barings there has occurred any Material Adverse Effect; or (vi) the Company has sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of ING Barings may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (A) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of ING Barings and the other Underwriters to the extent required pursuant to Sections 6, 7 and 8 hereof, (B) any Underwriter to the Company or (C) of any party hereto to any other party except that the provisions of Sections 6, 7 and 8 hereof shall at all times be effective and shall survive such termination.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, telephone or telegraph, facsimile and confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you and the Company shall have received receive notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoingany termination of this Agreement, the provisions of this Section 11 13 and of Sections 1, 52, 7 6, 8, 9, 12 and 15 hereof 14 through 19, inclusive, shall at all times be in full force and effecteffect at all times after the execution hereof.
(b) You shall have the right to terminate this Agreement Agreement, by notice to the Company and the Selling Stockholders, at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the any Additional Shares at any time prior to the any Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's ’s securities or securities in general; or (Bii) if trading on the NASDAQ National Market or the New York Stock Exchange, Exchange (the American Stock Exchange or the NASDAQ National Market, as the case may be, “NYSE”) shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (Div) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (v) if there has been since the time of the execution of this Agreement or since the respective dates as of which information is given in the Prospectus (excluding any supplement thereto), any Material Adverse Effect, or (vi) (iA) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (ii) as B), in your judgment judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 13 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by you as provided in Section 9(b13(a) hereof or (ii) Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York Eastern time, on the fifth [third] full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 10 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Option Shares at any time prior to the Additional Option Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Option Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in clause (ib)(D)(i) or (iib)(D)(ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Option Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 10 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b10(a) hereof or (ii) Section 8(b) or 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or Exchanges, on the NASDAQ National Market, as the case may be, Nasdaq by Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Underwritten Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 56, 7 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b12(a) hereofhereof or (ii) Section 10(b)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 12(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 6 hereof, to pay all out-of-pocket expenses of the Underwriters (including the reasonable fees and expenses of their Counsel) incurred in connection with this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Herley Industries Inc /New)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness effec tiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspendedsus pended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental governmen tal authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable inadvis able to proceed with the offering, sale and delivery of the Firm Shares or the Additional Addi tional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, facsimile, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations obliga tions of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon effective when the later of when (i) you parties hereto have executed and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of delivered this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 hereof shall at all times be in full force and effect.
(b) You The Lead Manager shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if if, at or after the Applicable Time, (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Lead Manager will in the immediate future materially disrupt, the market for the Company's ’s securities or securities in general; or (Bii) if trading in the Company’s Common Shares shall have been suspended by the Commission, the Canadian Qualifying Authorities, the TSX or Nasdaq, or trading in securities generally on the New York Stock ExchangeExchange (“NYSE”), Nasdaq or on the American Stock Exchange or the NASDAQ National Market, as the case may be, TSX shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock ExchangeNYSE, the American Stock Exchange Nasdaq or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, TSX or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a any U.S. state or U.S. or Canadian federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (Div) in the judgment of the Lead Manager, a Material Adverse Change shall have occurred since the respective dates as of which information is given in the Pricing Prospectuses; or (v) (iA) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (ii) as B), in your the judgment of the Lead Manager, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the ProspectusProspectuses.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youthe Lead Manager, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings business affairs or business prospects of the Company; or (B) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (BC) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE or by order of the Commission or any other governmental authority having jurisdiction; or (CD) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effectiveeffective or if a material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (DE) (i) if the United States becomes engaged in hostilities there has occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been any other such calamity or crisis or any change in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or Section 11(b)(B), (C)(with respect to the second clause only), (D) or (E) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Manager to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on either of the Nasdaq National Market or the New York Stock Exchange, Exchange (the American Stock Exchange or the NASDAQ National Market, as the case may be, --------- ----------------------------------- "NYSE") shall have been suspended, or minimum or maximum prices for ------ trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange Nasdaq or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state New York or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event set forth in clauses (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), no incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Drkoop Com)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, on Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market on Nasdaq by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market System shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market System by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, such entities or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority authority, if any material disruption in commercial banking or securities settlement or clearance services shall have occurred or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as ), in your judgment judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b12(a) hereof or (ii) Section 10(b) or 12(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Alliance Data Systems Corp)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or quotations over the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or for the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National The Nasdaq Stock Market, as the case may be, Inc. or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telexfacsimile, telex or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied (other than the condition that the Underwriters receive a legal opinion from Underwriters' counsel, if such condition is not satisfied because Underwriters' counsel unreasonably withholds delivery of such opinion) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereofhereof in any material respect, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price coupon rate or the purchase price per Share conversion rate has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters Underwriters, except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares Notes at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, shall have Market has been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares Notes or the Additional Shares, as the case may be, shall have Notes has become effective; (iv) if any downgrading in the rating of the Company's debt securities or preferred stock by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act) has occurred; or (D) v)
(iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have has been such a change in political, financial or economic conditions if and the effect of any such event in (iA) or (ii) as B), in your judgment judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Notes or the Additional SharesNotes, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telexfacsimile, telex or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company willagrees to reimburse the Underwriters, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Netbank Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you receipt by the Lead Manager and the Company shall have received of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you the Lead Manager notifying the Company. Notwithstanding the foregoingany termination of this Agreement, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 hereof 12 through 17, inclusive, shall at all times be in full force and effecteffect at all times after the execution hereof.
(b) You The Lead Manager shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Lead Manager will in the immediate future materially disrupt, the market for the Company's ’s securities or securities in general; or (Bii) if trading on the The New York Stock Exchange, Exchange (the American Stock Exchange “NYSE”) or the The NASDAQ National Market, as Market (the case may be, “NASDAQ”) shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange NYSE or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (Div) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (v) (iA) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as ), in your the judgment of the Lead Manager, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by the Lead Manager as provided in Section 11(a) hereof or (ii) Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youthe Lead Manager, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (CKX, Inc.)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in 31 political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received effective at such time after notification of the effectiveness of the Registration Statement or (ii) as you, the execution of this AgreementCompany, and the Selling Shareholders shall agree upon the initial public offering price and the purchase price per Share. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M.p.m., New York time, on the fifth seventh full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Shareholders, or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated (i) by the Company by notifying you and the Selling Shareholders, (ii) by the Selling Shareholders by their joint action directly or by you the Attorney-in-Fact on behalf of all of the Selling Shareholders by notifying the CompanyCompany and you, or (iii) by you or by your representative on behalf of all of you by notifying the Company and the Selling Shareholders. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in generalmarkets; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if the United States shall have become involved in a war or major hostilities; or if a banking moratorium has been declared by a state or federal authority authority, or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.market for the
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Sections 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement herein or comply with any provision hereof, the Company and the Selling Shareholders will, jointly and severally, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the several Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, shall have Market has been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have Shares has become effective; (iv) if any downgrading in the rating of the Company's debt securities or preferred stock by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act has occurred; or (Dv) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have has been such a change in political, financial or economic conditions if and the effect of any such event in (iA) or (ii) as B), in your judgment judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telexfacsimile, telex or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company willagrees to reimburse the Underwriters, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Netbank Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth sixth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the on NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the on NASDAQ National Market by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, facsimile, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you receipt by Bear Stearns and the Company shall have received of notification of the effectiveness of the Registration Rexxxxxxxion Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you Bear Stearns notifying the Company. Notwithstanding the foregoingany termination of this Xxxxxxent, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8, 9 and 15 hereof 13 through 18, inclusive, shall at all times be in full force and effecteffect at all times after the execution hereof.
(b) You Bear Stearns shall have the right to terminate this Agreement at any time prior to pxxxx xx the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of Bear Stearns will in the immediate future materially disrupt, the market for the Companyfox xxx Xompany's securities or securities in general; or (B) if trading on the The New York Stock Exchange, Exchange ("the American Stock Exchange NYSE") or the NASDAQ National Market, as the case may be, shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange NYSE or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) in the reasonable judgment of Bear Stearns, any Material Adverse Change shall have occurred since the resxxxxxxx dates as of which information is given in the Prospectus; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as ), in your the judgment of Bear Stearns, makes it impracticable or inadvisable to proceed with the offeringoffxxxxx, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by Bear Stearns as provided in Section 9(b12(a) hereofhereof or (ii) Section 10(b) herexx), or xx if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or comply with any provision hereof, the Company and the Selling Stockholders will, subject to demand by youBear Stearns, reimburse the Underwriters for all reasonable out-of-pocket expenses exxxxxxx (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, on Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market on Nasdaq by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Xoom Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth sixth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the on NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the on NASDAQ National Market by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) )
(i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, facsimile, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received effective at such time after notification of the effectiveness of the Registration Statement or (ii) as you, the execution of this AgreementCompany and the Selling Shareholders shall agree upon the purchase price per Share. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth seventh full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Shareholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholders or the Attorney-in-Fact, or by joint action only of all the Selling Shareholders directly or the Attorney-in-Fact on behalf of all the Selling Shareholders by notifying the Company and you, or by you notifying the CompanyCompany and the Selling Shareholders or the Attorney-in- Fact. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, if any, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in generalmarkets; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged shall have become involved in hostilities a war or major hostilities; or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States States; or (ii) if there shall have been such change any downgrading in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery rating of the Firm Shares or the Additional Shares, Company's debt securities by any "nationally recognized statistical rating-organization" (as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice defined for purposes of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.Rule
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or , (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, shall have Market has been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, The Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or , (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have Shares has become effective; or , (D) (iiv) if any downgrading in the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery rating of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.Company's debt
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you the Representatives and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you the Representatives notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections Section 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the applicable Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Representatives will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market by the New York or American Stock ExchangeExchanges, the American Stock Exchange or the NASDAQ National MarketAssociation of Securities Dealers, as the case may be, Inc. or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by the Representatives as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youthe Representatives, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.reimburse
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share ADS has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares ADSs at any time prior to the Additional Closing Date, as the case may be, be :
(i) if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or the United States or international securities in general; or markets generally;
(Bii) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchangesuch exchanges, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, such exchange or by order of the Commission or any other regulatory body or governmental authority having jurisdiction; or ;
(Ciii) if a banking moratorium has been declared by a state or federal authority or by any authority of the Dominican Republic, if a moratorium in foreign exchange trading by major international banks or persons shall have been declared, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, ADSs shall have become effective; or ;
(D) (iiv) if the United States becomes engaged in hostilities or there is an outbreak or escalation of armed hostilities involving the United States or the Dominican Republic on or after the date hereof, or if there is has been a declaration by the United States or the Dominican Republic of a national emergency or war war, the effect of which shall be, in the Underwriters' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering, sale or delivery of the ADSs on the terms and in the manner contemplated by the United States or Prospectus;
(iiv) if there shall have been such a material adverse change in general economic, political, or financial conditions in the United States or economic conditions the Dominican Republic or if the effect of any international conditions on the financial markets in the United States shall be such event as, in (i) or (ii) as in your judgment the Underwriters' reasonable judgment, makes it impracticable or inadvisable to proceed with the offering, sale and or delivery of the Firm Shares or the Additional Shares, as the case may be, ADSs on the terms contemplated by the Prospectus;
(vi) if there shall have been a downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposed of Rule 436(g) of the Securities Act) or any such rating organization has publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or
(vii) if in the reasonable judgment of the Underwriters, since the date as of which information is given in the Prospectus, any material adverse change or development involving a material adverse change in the condition (financial or otherwise), business, prospects, assets, liabilities, net worth, results of operations or cash flows of the Company and its subsidiaries, taken as a whole, shall have occurred, whether or not arising in the ordinary course of business, other than as set forth in the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telexin writing, or telegraphby telephone or facsimile transmission, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares ADSs provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Tricom Sa)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price price) or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York Eastern time, on the fifth [third] full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters Underwriter except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 10 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You After this Agreement has become effective, you shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, ; if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in clause (ib)(D)(i) or (iib)(D)(ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 10 shall be by telephone, telex, facsimile or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b10(a) hereof or (ii) Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters Underwriter set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters you for all documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters you in connection herewith, as set forth in Section 5 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Miami Computer Supply Corp)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price of the Underwritten Offering or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the an Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market required by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares, the Additional Shares or the Additional Concurrent Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares, the Additional Shares or the Additional Concurrent Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or on the NASDAQ National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or on the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or by the NASDAQ National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if each party shall bear its own costs and expenses except that the sale of Selling Stockholders shall bear the Shares provided for herein is not consummated because any condition to the obligations expenses of the Underwriters as set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewithSection 6.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you when the Representative and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you the Representative or by you the Representative notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Representative will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the NASDAQ or the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the NASDAQ or the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the NASDAQ or the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities, if any, by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by the Representative as provided in Section 9(b12(a) hereofhereof or (ii) Section 10(b)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youthe Representative, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewithherewith as provided in Section 6.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you the Underwriters and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M.p.m., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 13 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York American Stock Exchange, Exchange by the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Final Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or Zunicom to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewithherewith up to $100,000 (of which $_________ has been previously paid).
Appears in 1 contract
Samples: Underwriting Agreement (Universal Power Group Inc.)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings business affairs or business prospects of the Company; or (B) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (BC) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE or by order of the Commission or any other governmental authority having jurisdiction; or (CD) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effectiveeffective or if a material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (DE) (i) if the United States becomes engaged in hostilities there has occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been any other such calamity or crisis or any change in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or Section 11(b)(B), (C)(with respect to the second clause only), (D) or (E) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company Company, the Manager or NIH to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; , or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, on Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market on Nasdaq by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National MarketNasdaq, as the case may berespectively, or by order of the Commission or any other governmental authority having jurisdiction; , or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; , or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as as, in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Usa Net Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M.p.m., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephone or telegraphfacsimile transmission, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.Shares
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M.p.m., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholder or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Stockholder or by you notifying the CompanyCompany and the Selling Stockholder. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.or
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Shareholder or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you Bear Stearns or by you Bear Stearns notifying the Company. Notwithstanding the foregoingxxxxxxxng, the provisions provxxxxxx of this Section 11 13 and of Sections 1, 52, 7 6, 8 and 15 17 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement Agreement, by notice to the Company and the Selling Shareholder, at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state New York or California or federal authority authorities or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or other similar change in political, financial or economic conditions if such that the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 13 shall be by telephone, telecopier, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided by Section 9(b13(a) hereof or (ii) Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.. If this Agreement shall be terminated pursuant to Section 13(b) hereof, then no party shall have any liability hereunder to any other party hereto except for the Company's obligation, pursuant to Section 6 hereof, to pay all out-of-pocket expenses of the Underwriters incurred in connection with this Agreement
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you when you, the Company and the Company Selling Stockholders shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Stockholders or by you notifying the CompanyCompany and the Selling Stockholders. Notwithstanding the foregoing, the provisions of this Section 11 13 36 36 and of Sections 1, 52, 7 7, 9 and 15 10 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or , (Bii) if trading on the National Association of Securities Dealers Automated Quotation (National Market) System, New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock ExchangeNational Association of Securities Dealers Automated Quotation (National Market) System, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or , (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; , or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 13 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b13(a) hereof or (ii) Section 11(b) or 13(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Ventana Medical Systems Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company and the Selling Stockholders by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 6, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You ING Barings LLC shall have the right to terminate this Agreement at any time on or prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any time on or prior to the Additional Closing Date, as the case may bebe (but in any event prior to delivery of and payment for the Shares), if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or limited, minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (DD)(i) (i) if the United States becomes engaged in there shall have occurred any outbreak or escalation of hostilities or there is an outbreak or escalation of national or international hostilities involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (ii) if there shall have has been such any crisis or calamity or any change or development in United States' or international political, financial or economic conditions conditions, if the effect of any such event in (iD)(i) or (ii) as D)(ii), in your the sole judgment of ING Barings LLC makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the ProspectusProspectus (exclusive of any supplement thereto) or to enforce contracts for the sale of securities; or (E) in the sole judgment of ING Barings LLC there shall have occurred any Material Adverse Effect on the Company and its subsidiaries taken as a whole or (F) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of ING Barings LLC may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of ING Barings LLC and the underwriters to the extent required pursuant to Sections 6, 7 and 8 hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Sections 6, 7 and 8 shall at all times be effective and shall survive such termination.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, telephone or telegraph, facsimile and confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Ribozyme Pharmaceuticals Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 13 and of Sections 1, 56, 7 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement Agreement, by notice to the Company and the Selling Stockholders, at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, Exchange or on the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspendedsuspended or made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, Exchange or on the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, Exchange or by the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) if there has been since the time of the execution of this Agreement or since the respective dates as of which information is given in the Prospectus (excluding any supplement thereto), any Material Adverse Effect, or (F) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 13 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b13(a) hereofhereof or (ii) Section 10(b)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you you, the Seller and the Company Trust shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Trust, the Seller or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company Trust or the Seller by notifying you or by you notifying the CompanyTrust and the Seller. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 56, 7 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the CompanyTrust's or FPFG's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, NASD or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal U.S. Federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) if any downgrading shall have occurred in the rating of FPFG's debt securities or preferred stock by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act shall have occurred; or (E) (i) if the United States becomes engaged in hostilities or there is an outbreak or escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (i) or 37
(ii) specified in this clause (D) as in your reasonable judgment makes it impracticable or inadvisable to proceed with the public offering, sale and or delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Mandatory Common Exchange Trust)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or Statement, and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if if: (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or , (B) if trading on the New York Stock Exchange, the American Stock Exchange or quotations over the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or for the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National The Nasdaq Stock Market, as the case may be, Inc. or by order of the Commission or any other governmental authority having jurisdiction; or , (C) if a banking moratorium has been declared by a state or federal authority or if any new regulatory or statutory restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; , or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States States, or (ii) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your reasonable judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, facsimile or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (X10 Wireless Technology Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or , (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, shall have Market has been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, The Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or , (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially 39 40 adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have Shares has become effective; , (iv) if any downgrading in the rating of the Company's debt securities or preferred stock by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act) has occurred or (Dv) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have has been such a change in political, financial or economic conditions if and the effect of any such event in (iA) or (ii) as B), in your judgment judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telexfacsimile, telex or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Ligand Pharmaceuticals Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon effective when the later of when (i) you parties hereto have executed and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of delivered this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 hereof shall at all times be in full force and effect.
(b) You The Company shall use its commercially reasonable best efforts to cause all conditions in this Agreement that are reasonably within its control to be satisfied. It is understood that the Underwriter may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to its rights in respect of any subsequent breach or non-compliance, provided that to be binding on the Underwriter, any such waiver or extension must be in writing and signed by the Underwriter.
(c) In addition to any other remedies which may be available to the Underwriter, the Underwriter shall have the right to terminate its obligations under this Agreement including its obligation to purchase the Shares, at any time prior to the Closing Date Date, by notice in writing to the Company, if, at or after the obligations Applicable Time:
(i) there shall have occurred any material change or change in any material fact, or there shall be discovered any previously undisclosed material change or material fact which was required to be disclosed in the Prospectuses or otherwise, which, in each case, in the reasonable opinion of the Underwriters Underwriter, has or would be expected to purchase have a material adverse effect on the Additional Shares at market price or value of any time prior of the securities of the Company, including, without limitation, the Shares;
(ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) in relation to the Additional Closing DateCompany or any of the directors, as officers or principal shareholders of the case may beCompany (including matters of regulatory transgression or unlawful conduct), if (A) is commenced, announced or threatened or any domestic order made by any federal, provincial, state, municipal or international event other governmental department, commission, board, bureau, agency or act instrumentality including, without limitation, the TSX.V and Amex or occurrence has materially disruptedany securities regulatory authority, or any law or regulation is enacted or changed which, in your opinion will any such case, in the immediate future opinion of the Underwriter, acting reasonably, operates to prevent or restrict the trading of the common shares of the Company or any other securities of the Company or materially disrupt, and adversely affects or will materially and adversely affect the market for price or value of the common shares or any other securities of the Company's securities or securities ;
(iii) trading in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Company’s common shares shall have been suspendedsuspended by the Commission, the Canadian Qualifying Authorities, the TSX.V or Amex, or trading in securities generally on the TSX.V or Amex shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange TSX.V or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Amex or by order of the Commission or any other governmental authority having jurisdiction; ;
(iv) the Company is in breach of any material term of this Agreement;
(v) the Underwriter determines that any of the representations or warranties made by the Company in this Agreement are false or have become false;
(Cvi) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war failure by the United States Company, or otherwise, of the satisfaction of any of the conditions precedent set out in this Agreement;
(iivii) if there shall have been such change should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, or any law or regulation which, in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery reasonable opinion of the Firm Shares Underwriter, seriously adversely affects or will seriously adversely affect the financial markets, or the Additional Sharesbusiness, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, operations or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part affairs of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewithon a consolidated basis.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you you, the Company and the Company Selling Shareholders shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholders or by you notifying the CompanyCompany and the Selling Shareholders, or the Attorney-in-Fact on their behalf. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or the securities markets in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority authority, or if a moratorium in foreign exchange trading by major international banks or person has been declared, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (iiv) if the United States becomes engaged in there shall have occurred any outbreak or escalation of major hostilities or there any change in the financial markets or any calamity or crises that, in your reasonable judgment, is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States material and adverse; or (iiv) if there shall have been such a change in the market for securities in general or in political, financial or economic conditions if conditions, in the effect case of any such event in each of clauses (i) or through (iiv) as if, in your judgment reasonable judgment, any such event, individually or in the aggregate with any other such event, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telecopy, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Sections 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the several Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) when you and the Company shall have received notification of the effectiveness of the Registration Statement Statement, or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company, and the Company and the Underwriters shall have no liability under this Agreement or otherwise except as provided in Sections 5, 7, 8 and 11(d) hereof. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Option Shares at any time prior to the Additional Closing Date, as the case may be, if since the date hereof (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or on the NASDAQ National Market, as generally or with respect to securities of the case may be, Company shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, Exchange or on the American NASDAQ by order of the New York Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Option Shares, as the case may be, shall have become effective; or (D) if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (iE) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States States; or (iiF) if there shall have been such change in the market for the Company's securities or securities in general or in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Option Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Sections 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company willagrees, subject to demand by you, to reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the several Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement Agreement, by notice to the Company, at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq National Market, or if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or on the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the or American Stock Exchange Exchanges or by the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission Commission, the NASD or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (ia) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iib) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (ia) or (iib) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraphtelecopy, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 12(a) hereof or (ii) Section 9(b) or 12(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or comply with any provision hereof, the Company and the Selling Stockholders will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or , (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, shall have Market has been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or , (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have Shares has become effective; , (iv) if any downgrading in the rating of the Company's debt securities or preferred stock by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act has occurred or (Dv) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have has been such a change in political, financial or economic conditions if and the effect of any such event in (iA) or (ii) as B), in your judgment judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telexfacsimile, telex or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b12(a) hereof or (ii) Section 10(b) or 12(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Shareholder to perform any agreement herein or comply with any provision hereof, the Company willand the Selling Shareholder, jointly and severally, agree to reimburse the Underwriters, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), ) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Netbank Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 13 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholders or the Attorney-in-Fact or by you notifying the CompanyCompany and the Selling Stockholders or the Attorney-in-fact. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National MarketExchanges, as the case may be, on Nasdaq by Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, Association of Securities Dealers Automated Quotation National Market System shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Association of Securities Dealers Automated Quotation National Market System by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NASD or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-of- pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by you by notifying the Company, or it may be terminated by the Company by notifying you or by you notifying the Companyyou. Notwithstanding the foregoing, the provisions of this Section 11 14 and of Sections 1, 52, 7 7, 9 and 15 10 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or quotations over the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or for the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National The Nasdaq Stock Market, as the case may be, Inc. or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 14 shall be by telephone, telexfacsimile, telex or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b14(a) hereof or (ii) Section 14(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Smith & Wollensky Restaurant Group Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effectivedate of this Agreement, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as or trading in the case may besecurities of the Company, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, Exchange or the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; if applicable or (D) if any downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act; or (E)
(i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Computer Network Technology Corp)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) . You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or Exchanges, on the NASDAQ National Market, as the case may be, Nasdaq by Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) . Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) . If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Underwritten Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially and adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Cardima Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market System shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market System by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, such entities or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority authority, if any material disruption in commercial banking or securities settlement or clearance services shall have occurred or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as ), in your judgment judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b12(a) hereof or (ii) Section 10(b) or 12(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Alliance Data Systems Corp)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, facsimile, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (FTD Com Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the American Stock Exchange or quotations over the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or for the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National The Nasdaq Stock Market, as the case may be, Inc. or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions conditions, if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telexfacsimile, telex or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Serviceware Technologies Inc/ Pa)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8, 10, 11 and 15 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York NYSE, the Nasdaq Stock Exchange, Market (the "Nasdaq") or the American Stock Exchange or the NASDAQ National Market, as the case may be, shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock ExchangeNYSE, the Nasdaq or the American Stock Exchange or the NASDAQ National Market by the New York Stock ExchangeNYSE, the Nasdaq or the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (iiE) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) hereof)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 11(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 5 hereof, to pay all out-of-pocket expenses of the Underwriters (including the fees and expenses of their counsel) incurred in connection with this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Scottish Annuity & Life Holdings LTD)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of each of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or on the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or on the NASDAQ Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or by the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) hereof)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you the Underwriters and the Company PSC shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company PSC or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company PSC by notifying you the Underwriters or by you the Underwriters notifying the CompanyPSC. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your the Underwriters opinion will in the immediate future materially disrupt, the market for the CompanyPSC's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the NASDAQ National Market, as NASDAQ-NMS or in the case may be, over-the-counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange Exchanges, or on the NASDAQ National Market, as NASDAQ-NMS by the case may be, NASDAQ-NMS or by order of the Commission or any other governmental authority having jurisdiction; (iii) trading in the Shares shall have been suspended by the Commission, by any exchange that lists the Shares or by the NASDAQ-NMS; (Civ) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or ad-
(D) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions and if the effect of any such event in (iA) or (iiB) as in your the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephone or telegraphtelecopy, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by the Underwriters as provided in Section 9(b11(a) hereof or (ii) Section 9 or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the any Company Entity to perform any agreement herein or comply with any provision hereof, the Company Entities will, jointly and severally, subject to demand by youthe Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith, up to an aggregate of $125,000, and, for a period of one year subsequent to such termination, if any Company Entity, or any affiliate or successor to the Company Entities is involved in any private placement, merger, acquisition or sale of any securities (other than pursuant to a public offering), acquisition or sale of assets not in the ordinary course of business, joint venture or other similar transaction (any of the foregoing, a "Transaction"), or enters into an agreement with respect thereto, the Company Entities shall pay to Barington Capital Group, L.P. a fee equal to the sum of (i) 5% of the first five million dollars of consideration paid in any Transaction, (ii) 4% of the next two million dollars of consideration paid in any Transaction, (iii) 3% of the next two million dollars of consideration paid in any Transaction, (iv) 2% of the next two million dollars of consideration paid in any Transaction, and (v) 1% of any consideration paid in any Transaction in excess of eleven million dollars, such fee to be paid at the closing of the Transaction to which it relates. The amount of consideration paid in a Transaction shall include, for purposes of calculating such fee, all forms of consideration paid to any Company Entity, affiliate or successor, or received by any Company Entity, its or their stockholders, or affiliate, including, but not limited to, cash, stock or evidences of indebtedness, or any combination thereof.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company Company, NIH or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company or NIH by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, NYSE or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effectiveeffective or if a material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) (i) if the United States becomes engaged in hostilities there has occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been any other such calamity or crisis or any change in political, financial or economic conditions conditions, if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company Company, NIH or the Manager to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day Business Day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market by the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ Nasdaq National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Div) (iA) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (iA) or (iiB) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, facsimile, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-out- of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Iteris Inc)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, effective upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you Bear Stearns notifying the Company. Notwithstanding the foregoingany termination of this Xxxxxxent, the provisions of this Section 11 and of Sections 1, 5, 7 7, 8 and 15 hereof 12 through 17, inclusive, shall at all times be in full force and effecteffect at all times after the execution hereof.
(b) You Bear Stearns shall have the right to terminate this Agreement at any time prior to pxxxx xx the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of Bear Stearns will in the immediate future materially disrupt, the market for the Companyfox xxx Xompany's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or the The NASDAQ National Market, as Market (the case may be, "NASDAQ") shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's or the Operating Partnership's corporate credit rating or the rating accorded the Company's or the Operating Partnership's debt securities or preferred stock by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's or the Operating Partnership's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as ), in your the judgment of Bear Stearns, makes it impracticable or inadvisable to proceed with the offeringoffxxxxx, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by Bear Stearns as provided in Section 11(a) hereof or (ii) Section 9(b) hereofhereox), or xx if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by youBear Stearns, reimburse the Underwriters for all out-of-pocket expenses (including inxxxxxxx the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Underwriting Agreement (Crescent Real Estate Equities Co)
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 8 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market Exchanges by the New York Stock Exchange, the or American Stock Exchange or the NASDAQ National Market, as the case may be, Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b) hereof11(a), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 12 and of Sections 1, 52, 7 6, 8 and 15 9 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the American Stock Exchange or on the NASDAQ National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange or on the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or by the NASDAQ National Market, as the case may be, Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if the United States becomes engaged in hostilities there shall have occurred any outbreak or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b12(a) hereofhereof or (ii) Section 10(b)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 12(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 6 hereof, to pay all out-of-pocket expenses of the Underwriters incurred in connection with this Agreement.
Appears in 1 contract
Effective Date of Agreement; Termination. (a) This Agreement shall become effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 6 and 7 and 15 hereof shall at all times be in full force and effect.
(b) You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market, as the case may be, Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the or American Stock Exchange Exchanges or the NASDAQ National Market by the New York Stock Exchange, the or American Stock Exchange or the Exchanges, by NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (iD)(i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus.
(c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.
Appears in 1 contract
