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

Effective Date of This Agreement and Termination Hereof. (1) This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic offering by the Underwriter of the Securities, whichever is earlier. The time of the initial public offering, for the purpose of this Section 11, shall mean the time, after the Registration Statement becomes effective, of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriter for offering by the Underwriter or dealers by letter or telegram, whichever shall first occur. The Underwriter may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 before the time this Agreement becomes effective. The Underwriter agrees to give the undersigned notice of the commencement of the offering described herein. (2) The Underwriter shall have the right to terminate this Agreement if any of the conditions enumerated in Section 8 are not fulfilled or waived by the Underwriter on or before any Closing Date. (3) If the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Company shall be notified on the same day as such election is made by the Underwriter by telephone or telegram, confirmed by letter. (4) In the event this Agreement is terminated prior to the Effective Date, the $20,000 previously paid to the Underwriter shall be refunded to the Company, less actual expenses incurred and documented. Notwithstanding any contrary provision contained in this agreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 shall not be in any way affected.

Appears in 4 contracts

Samples: Underwriting Agreement (Panamerican Bancorp), Underwriting Agreement (Panamerican Bancorp), Underwriting Agreement (Panamerican Bancorp)

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Effective Date of This Agreement and Termination Hereof. (1a) This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic public offering by the Underwriter Underwriters of the Securities, whichever is earlier. The time of the initial public offering, for the purpose of this Section 1110, shall mean the time, after the Registration Statement becomes effective, of the release by the Underwriter Underwriters for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriter Underwriters for offering by the Underwriter Underwriters or dealers by letter or telegram, whichever shall first occur. The Underwriter Underwriters may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 10 before the time this Agreement becomes effective. The Underwriter agrees Underwriters agree to give the undersigned notice of the commencement of the offering described herein. (2b) The Underwriter Underwriters shall have the right right, in their sole discretion, to terminate this Agreement Agreement, including without limitation, the obligation to purchase the Firm Securities and the obligation to purchase the Option Securities after the exercise of the Over-Allotment Option, by notice given to the Company prior to delivery and payment for all the Firm Securities or the Option Securities, as the case may be, if any of the conditions enumerated in Section 8 7 are not either fulfilled or waived by the Underwriter Underwriters on or before any Closing Date. (3c) If the Underwriter elects Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1110, the Company shall be notified on the same day as such election is made by the Underwriter Underwriters by telephone or telegram, confirmed by letter. (4d) Anything herein to the contrary notwithstanding, if this Agreement shall not be carried out within the time specified herein, or any extensions thereof granted by the Underwriters, by reason of any failure on the part of the Company to perform any undertaking or satisfy any condition of this Agreement by it to be performed or satisfied then, in addition to the obligations assumed by the Company pursuant to Section 6(a) hereof, the Underwriters shall provide the Company with a statement of the Underwriters' accountable expenses. (e) In the event this Agreement is terminated prior to of litigation between the Effective Dateparties arising hereunder, the $20,000 previously paid to the Underwriter prevailing party shall be refunded entitled to the Company, less actual expenses incurred costs and documented. reasonable attorney's fees. (f) Notwithstanding any contrary provision contained in this agreementAgreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 8 shall not be in any way affectedaffected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo International of Delaware Inc)

Effective Date of This Agreement and Termination Hereof. (1) This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic offering by the Underwriter of the Securities, whichever is earlier. The time of the initial public offering, for the purpose of this Section 11, shall mean the time, after the Registration Statement becomes effective, of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriter for offering by the Underwriter or dealers by letter or telegram, whichever shall first occur. The Underwriter may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 before the time this Agreement becomes effective. The Underwriter agrees to give the undersigned notice of the commencement of the offering described herein. (2) The Underwriter shall have the right to terminate this Agreement if any of the conditions enumerated in Section 8 are not fulfilled or waived by the Underwriter on or before any Closing Date. (3) If the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Company shall be notified on the same day as such election is made by the Underwriter by telephone or telegram, confirmed by letter. (4) In the event this Agreement is terminated prior to the Effective Date, the $20,000 40,000 previously paid to the Underwriter shall be refunded to the Company, less actual expenses incurred and documented. Notwithstanding any contrary provision contained in this agreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 shall not be in any way affected.

Appears in 1 contract

Samples: Underwriting Agreement (Onlinetradinginc Com Corp)

Effective Date of This Agreement and Termination Hereof. (1) This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic offering by the Underwriter of the Securities, whichever is earlier. The time of the initial public offering, for the purpose of this Section 1110, shall mean the time, after the Registration Statement becomes effective, of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriter for offering by the Underwriter or dealers by letter latter or telegram, whichever shall first occur. The Underwriter may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 before 10 below the time this Agreement becomes effective. The Underwriter agrees to give the undersigned notice of the commencement of the offering described herein. (2) The Underwriter shall have the right to terminate this Agreement if any of the conditions enumerated in Section 8 7 are not fulfilled or waived by the Underwriter on or before any Closing Date. (3) If the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1110, the Company shall be notified on the same day as such election is made by the Underwriter by telephone or telegram, confirmed by letter. (4) In Anything herein to the event contrary notwithstanding, if this Agreement is terminated prior shall not be carried out within the time specified herein, or any extensions thereof granted by the Underwriter, by reason of any failure on the part of the Company to perform any undertaking or satisfy any condition of this Agreement by it to be performed or satisfied then, in addition to the Effective Dateobligations assumed by the Company pursuant to Section 6(a) hereof, the $20,000 previously paid to the Underwriter shall be refunded to retain the Company, less actual expenses incurred and documentedinitial $20,000 advance against financial advisory fee previously paid. Notwithstanding any contrary provision contained in this agreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 8 shall not be in any way affected.

Appears in 1 contract

Samples: Underwriting Agreement (Gay Entertainment Television Inc)

Effective Date of This Agreement and Termination Hereof. (1a) This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic public offering by the Underwriter Underwriters of the Securities, whichever is earlier. The time of the initial public offeringpublic (b) The Underwriter(s) shall have the right, for in their sole discretion, to terminate this Agreement, including without limitation, the purpose of this Section 11, shall mean obligation to purchase the time, Firm Securities and the obligation to purchase the Option Securities after the Registration Statement becomes effective, exercise of the release Over-Allotment Option, by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating notice given to the Company prior to delivery and payment for all the Firm Securities or the timeOption Securities, after as the Registration Statement becomes effectivecase may be, when the Securities are first released by the Underwriter for offering by the Underwriter or dealers by letter or telegram, whichever shall first occur. The Underwriter may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 before the time this Agreement becomes effective. The Underwriter agrees to give the undersigned notice of the commencement of the offering described herein. (2) The Underwriter shall have the right to terminate this Agreement if any of the conditions enumerated in Section 8 7 are not either fulfilled or waived by the Underwriter Underwriter(s) on or before any Closing Date. (3c) If the Underwriter elects Underwriter(s) elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1110, the Company shall be notified on the same day as such election is made by the Underwriter Underwriter(s) by telephone or telegram, confirmed by letter. (4d) Anything herein to the contrary notwithstanding, if this Agreement shall not be carried out within the time specified herein, or any extensions thereof granted by the Underwriters, by reason of any failure on the part of the Company to perform any undertaking or satisfy any condition of this Agreement by it to be performed or satisfied then, in addition to the obligations assumed by the Company pursuant to Section 6(a) hereof, the Underwriters shall provide the Company with a statement of the Underwriters' accountable expenses. (e) In the event this Agreement is terminated prior to of litigation between the Effective Dateparties arising hereunder, the $20,000 previously paid to the Underwriter prevailing party shall be refunded entitled to the Company, less actual expenses incurred costs and documented. reasonable attorney's fees. (f) Notwithstanding any contrary provision contained in this agreementAgreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 shall not be in any way affected.otherwise

Appears in 1 contract

Samples: Underwriting Agreement (Silver Star Foods Inc /Ny/)

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Effective Date of This Agreement and Termination Hereof. (1) a. This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic public offering by the Underwriter of the Securities, whichever is earlier. The time of the initial public offering, for the purpose of this Section 1110, shall mean the time, after the Registration Statement becomes effective, of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriter for offering by the Underwriter or dealers by letter or telegram, whichever shall first occur. The Underwriter may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 10 before the time this Agreement becomes effective. The Underwriter agrees to give the undersigned notice of the commencement of the offering Offering described herein. (2) b. The Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market by the NASD or by order of the Commission or any other governmental authority having jurisdiction; or (iii) if the United States shall have become involved in a war or major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal securities market; or (v) if a moratorium on foreign exchange trading has been declared which adversely impacts the United States securities market; or (vi) if the Company shall have sustained a loss material or substantial to the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Underwriter's opinion, make it inadvisable to proceed with the delivery of the Securities; or (vii) if there shall have occurred after the date hereof of such a material adverse change in general market conditions enumerated as in Section 8 are not fulfilled the Underwriter's judgment would make it impracticable to proceed with the Offering, sale and/or delivery of the Securities or waived to enforce contracts made by the Underwriter on or before any Closing Datefor the sale of the Securities. (3) c. If the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1110, the Company shall be notified on the same day as such election is made by the Underwriter by telephone or telegram, confirmed by letter. (4) In the event this Agreement is terminated prior to the Effective Date, the $20,000 previously paid to and the Underwriter shall be refunded entitled to retain the Companyadvances referred to in Paragraph 6(b) for actual accountable out-of-pocket expenses including, less actual Underwriter's counsel Blue Sky Fees and expenses incurred and documented. Notwithstanding any contrary provision contained referred to in this agreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 shall not be in any way affectedParagraph 6 (a) herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trans Energy Inc)

Effective Date of This Agreement and Termination Hereof. (1) a. This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic public offering by the Underwriter Underwriters of the Securities, whichever is earlier. The time of the initial public offering, for the purpose of this Section 1110, shall mean the time, after the Registration Statement becomes effective, of the release by the Underwriter Underwriters for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriter Underwriters for offering by the Underwriter Underwriters or dealers by letter or telegram, whichever shall first occur. The Underwriter Underwriters may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 10 before the time this Agreement becomes effective. The Underwriter agrees Underwriters agree to give the undersigned notice of the commencement of the offering described herein. (2) b. The Underwriter Underwriters shall have the right right, in their sole discretion, to terminate this Agreement Agreement, including without limitation, the obligation to purchase the Firm Securities and the obligation to purchase the Option Securities after the exercise of the Over-Allotment Option, by notice given to the Company prior to delivery and payment for all the Firm Securities or the Option Securities, as the case may be, only if any of the conditions enumerated in Section 8 7 are not either fulfilled or waived by the Underwriter Underwriters on or before any Closing Date. (3) c. If the Underwriter elects Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1110, the Company shall be notified on the same day as such election is made by the Underwriter Underwriters by telephone or telegram, confirmed by letter. (4) In the event this Agreement is terminated prior to the Effective Date, the $20,000 previously paid to the Underwriter shall be refunded to the Company, less actual expenses incurred and documented. d. Notwithstanding any contrary provision contained in this agreementAgreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 8 shall not be in any way affectedaffected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Nordic Equity Partners Corp)

Effective Date of This Agreement and Termination Hereof. (1) This Agreement shall become effective at 9:30 a.m., New York time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial pubic offering by the Underwriter of the Securities, whichever is earlier. The time of the initial public offering, for the purpose of this Section 1110, shall mean the time, after the Registration Statement becomes effective, of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriter for offering by the Underwriter or dealers by letter latter or telegram, whichever shall first occur. The Underwriter may prevent this Agreement from becoming effective without liability to any other party, except as noted below, by giving the notice indicated below in this Section 11 before 10 below the time this Agreement becomes effective. The Underwriter agrees to give the undersigned notice of the commencement of the offering described herein. (2) The Underwriter shall have the right to terminate this Agreement if any of the conditions enumerated in Section 8 7 are not fulfilled or waived by the Underwriter on or before any Closing Date. (3) If the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1110, the Company shall be notified on the same day as such election is made by the Underwriter by telephone or telegram, confirmed by letter. (4) In Anything herein to the event contrary notwithstanding, if this Agreement is terminated prior shall not be carried out within the time specified herein, or any extensions thereof granted by the Underwriter, by reason of any failure on the part of the Company to perform any undertaking or satisfy any condition of this Agreement by it to be performed or satisfied then, in addition to the Effective Dateobligations assumed by the Company pursuant to Section 6(a) hereof, the $20,000 previously paid to the Underwriter shall be refunded to retain the Company, less actual expenses incurred and documentedinitial $25,000 expense allowance previously paid. Notwithstanding any contrary provision contained in this agreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 9 8 shall not be in any way affected.

Appears in 1 contract

Samples: Underwriting Agreement (Gay Entertainment Television Inc)

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