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

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective upon its execution except that you, at your option, may delay the effectiveness of this Agreement until the earlier of (i) 11:00 A.M. New York time on the first full business day following the day on which the Registration Statement becomes effective under the Act and (ii) the commencement of the public offering by you of the Stock. In addition to the right to terminate this Agreement pursuant to Section 7 hereof, you shall have the right to terminate this Agreement at any time prior to the First Closing Date or any Additional Closing Date, as the case may be, by giving notice to the Company, (i) if any domestic or international event, act, or occurrence has materially disrupted, or, in your opinion, will in the immediate future materially disrupt, the securities markets; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange or in the over-the-counter market; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) if a banking moratorium has been declared by a state or federal authority; or (v) if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other means of communication within the United States; or (vii) if the Company or the Subsidiary shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in your opinion, make it inadvisable to proceed with the offering, sale, or delivery of the Shares; or (viii) if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (ix) if there shall be passed by the Congress of the United States or any state legislature any act or measure, or adopted by any governmental body, authoritative accounting institute or board, or governmental executive any orders, rules, or regulations, which you believe likely to have a material adverse effect on the business, financial condition, or financial statements of the Company and the Subsidiary or the market for any of the Company's securities; or (x) if there shall have been a material adverse change in the market for the Company's securities or securities in general or in political, financial, or economic conditions as in your judgment makes it inadvisable to proceed with the offering, sale, and delivery of the Shares on the terms contemplated by the Prospectus. (b) If you elect to prevent this Agreement from becoming effective, as provided in this Section 10, or to terminate this Agreement, you shall notify the Company promptly by telephone or telecopy, confirmed by letter. (c) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a), 6, 8, 9, 10 and 12 shall not be in any way affected by such termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective upon its execution except that youat 10:00 A.M., at your option, may delay the effectiveness of this Agreement until the earlier of (i) 11:00 A.M. New York time time, on the first full business day following the day on which the Underwriter and the Company receive notification that the Registration Statement becomes effective under became effective. (b) This Agreement may be terminated by the Act and (ii) Underwriter by notifying the commencement of the public offering by you of the Stock. In addition to the right to terminate this Agreement pursuant to Section 7 hereof, you shall have the right to terminate this Agreement Company at any time prior to on or before the First Closing Date or any Additional Closing Date, as if in the case may be, Underwriter's judgment it is impracticable to offer for sale or to enforce contracts made by giving notice the Underwriter for the resale of the Common Stock and Warrants agreed to the Company, be purchased hereunder by reason of (i) if any domestic or international event, act, or occurrence has materially disrupted, or, in your opinion, will in the immediate future materially disrupt, the securities markets; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange or in the over-the-counter market; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) if a banking moratorium has been declared by a state or federal authority; or (v) if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other means of communication within the United States; or (vii) if the Company or the Subsidiary shall have having sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious actloss, whether or not such loss shall have been insured, by reason of fire, earthquake, flood, accident or other calamity, or from any labor dispute or court or government action, order, order or decree, which will(ii) trading in securities on the New York Stock Exchange or the American Stock Exchange having been suspended or limited, in your opinion, make it inadvisable to proceed with the offering, sale, or delivery of the Shares; or (viiiiii) if any material governmental restrictions shall have having been imposed on trading in securities in general, which restrictions are generally (not in force and effect on the date hereof; herein), (iv) a banking moratorium having been declared by federal or New York State authorities, (ixv) if an outbreak of major international hostilities or other national or international calamity having occurred, (vi) a pending or threatened legal or governmental proceeding or action relating generally to the Company's business, or a notification having been received by the Company of the threat of any such proceeding or action, which could materially adversely affect the Company, (vii) the Company is merged or consolidated into or acquired by another company or group or there shall be passed exists a binding legal commitment for the foregoing or any other material change of ownership or control occurs, (viii) the passage by the Congress of the United States or by any state legislature legislative body of similar impact, or any act or measure, or adopted the adoption of any orders, rules or regulations by any governmental body, body or any authoritative accounting institute or board, or any governmental executive any orders, rules, or regulationsexecutive, which you believe is reasonably believed likely by the Underwriter to have a material adverse effect impact on the business, financial condition, condition or financial statements of the Company and Company, (ix) any adverse change in the Subsidiary financial or securities markets beyond normal market fluctuations having occurred since the market for any date of the Company's securities; this Agreement, or (x) if there shall have been a any material adverse change having occurred, since the respective dates of which information is given in the market for Registration Statement and Prospectus, in the earnings, business prospects or general condition of the Company's securities , financial or securities otherwise, whether or not arising in general or in political, financial, or economic conditions as in your judgment makes it inadvisable to proceed with the offering, sale, and delivery ordinary course of the Shares on the terms contemplated by the Prospectusbusiness. (bc) If you elect the Underwriter elects to prevent this Agreement from becoming effective, effective or to terminate this Agreement as provided in this Section 10Paragraph 12, or to terminate this Agreement, you shall notify the Company shall be notified promptly by the Underwriter by telephone or telecopyfacsimile, confirmed by letter. (cd) If this Agreement shall not become effective by reason of an election of the Underwriter pursuant to this Paragraph 12 or if this Agreement shall not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any undertaking, or to satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the Underwriter, in addition to the obligations assumed by the Company pursuant to Paragraph 8 herein, will be to reimburse the Underwriter for the following: (i) Blue Sky counsel fees and expenses to the extent set forth in Paragraph 8(a)(iv); (ii) Blue Sky filing fees; and (iii) such reasonable out-of-pocket expenses of the Underwriter (including the fees and disbursements of their counsel), to the extent set forth in Paragraph 8(c), in connection with this Agreement and the proposed offering of the Shares and Warrants, but in no event to exceed the sum of $50,000 less such amounts already paid. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a), 6, 8, 9, Paragraph 8 and 10 and 12 hereof shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective upon its execution except that you, at your option, may delay the effectiveness of this Agreement until the earlier of (i) 11:00 A.M. 9:30 A.M., New York time City local time, on the first full business day following the day on which the Registration Statement becomes effective under the Act and or (ii) the commencement time of the initial public offering by you of any of the StockUnits by the Underwriters after the Registration Statement becomes effective. The time of the initial public offering shall mean the time of the release by Sterne Agee, for publication, of the first newspaper advertisement relating to the Units, or the time at which the Units are first generally offered by the Underwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. The Representative or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as provided in Section 5(p), Section 6 and Section 8, by giving the notice indicated in Section 11(c) before the time this Agreement becomes effective under this Section 11(a). (b) In addition to the right to terminate this Agreement pursuant to Section Sections 7 and 9 hereof, you the Representative shall have the right to terminate this Agreement at any time prior to the First Closing Date or any Additional the Option Closing Date, as the case may be, by giving notice to the Company, and, if exercised, the Over-allotment Option, at any time prior to the Option Closing Date, by giving notice to the Company in the event of the following: (i) if any domestic or international event, act, or occurrence has materially and adversely disrupted, or, in your opinionthe reasonable opinion of the Representative, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, Exchange or the American Stock Exchange or in the over-the-counter market; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) if a banking moratorium has been declared by a state or federal authority; or (v) if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other means of communication within the United States; or (vii) if the Company or the Subsidiary shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in your opinion, make it inadvisable to proceed with the offering, sale, or delivery of the Shares; or (viii) if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (ix) if there shall be passed by the Congress of the United States or any state legislature any act or measure, or adopted by any governmental body, authoritative accounting institute or board, or governmental executive any orders, rules, or regulations, which you believe likely to have a material adverse effect on the business, financial condition, or financial statements of the Company and the Subsidiary or the market for any of the Company's securities; or (x) if there shall have been a material adverse change in the market for the Company's securities or securities in general or in political, financial, or economic conditions as in your judgment makes it inadvisable to proceed with the offering, sale, and delivery of the Shares on the terms contemplated by the Prospectus.by (bc) If you elect the Representative elects to prevent this Agreement from becoming effective, as provided in this Section 1011, or to terminate this Agreement pursuant to Section 7 of this Agreement or this Section 11, the Representative shall notify the Company promptly by telephone, telex, or telegram, confirmed by letter. If, as so provided, the Company elects to prevent this Agreement from becoming effective or to terminate this Agreement, you the Company shall notify the Company he Representative promptly by telephone telephone, telex, or telecopytelegram, confirmed by letter. (cd) Notwithstanding anything herein to the contrary, if this Agreement shall not become effective by reason of the election of the Company pursuant to Section 11(a) or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement of this Agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the several Underwriters, in addition to the obligations the Company assumed pursuant to the first sentence of Section 6, will be to reimburse the several Underwriters for such out-of-pocket expenses (including the fees and disbursements of their counsel) as shall have been incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Firm Units, Option Units and Representative's Warrants, and, upon demand, the Company agrees to pay promptly the full amount thereof to the Representative for the respective accounts of the Underwriters up to a maximum reimbursement of $75,000. Anything in this Agreement to the contrary notwithstanding other than Section 11(e), if this Agreement shall not be carried out within the time specified herein for any reason other than the failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the Company shall have no liability to the several Underwriters other than for obligations assumed by the Company pursuant to Section 6. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a5(a)(1), 6, 8, 9, 10 and 12 13 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective upon its execution except by all parties hereto. It is anticipated that youthe Agreement be executed on or about 10:00 A.M., at your option, may delay the effectiveness of this Agreement until the earlier of (i) 11:00 A.M. New York time time, on the first full business day following the day on which you and the Company receive notification that the Registration Statement becomes effective under became effective. (b) This Agreement may be terminated by the Act Representative by notifying the Company at any time on or before the Closing Date, if (i) material governmental restrictions have been imposed on trading in securities generally (not in force and effect on the date hereof) ; (ii) the commencement of the public offering by you of the Stock. In addition to the right to terminate this Agreement pursuant to Section 7 hereof, you shall have the right to terminate this Agreement at any time prior to the First Closing Date or any Additional Closing Date, as the case may be, by giving notice to the Company, (i) if any domestic or international event, act, or occurrence has materially disrupted, or, in your opinion, will in the immediate future materially disrupt, the securities markets; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange Exchange, or in the over-the-counter marketmarket shall have been suspended or limited; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) if a banking moratorium has been declared by a state Federal or federal authorityNew York State authorities; (iv) an outbreak of international hostilities or other national or international calamity or crisis or change in economic or political conditions shall have occurred; (v) if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other means of communication within the United States; or (vii) if the Company or the Subsidiary shall have sustained a loss material or substantial loss to the Company, whether or not insured, taken as a whole by fire, flood, accident, hurricane, earthquake, theft, sabotage, sabotage or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, orderorder or decree; (vi) a pending or threatened legal or governmental proceeding or action relating generally to the Company's business, or decreea notification having been received by the Company of the threat of any such proceeding or action, which willcould materially adversely affect the Company; (vii) except as contemplated by the Prospectus, in your opinion, make it inadvisable to proceed with the offering, sale, Company is merged or delivery consolidated into or acquired by another company or group or there exists a binding legal commitment for the foregoing or any other material change of the Sharesownership or control occurs; or (viii) if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof; or (ix) if there shall be passed passage by the Congress of the United States or by any state legislature legislative body or federal or state agency or other authority of any act act, rule or regulation, measure, or adopted the adoption of any orders, rules or regulations by any governmental body, body or any authoritative accounting institute or board, or any governmental executive any orders, rules, or regulationsexecutive, which you believe is reasonably believed likely by the Underwriter to have a material adverse effect impact on the business, financial condition, condition or financial statements of the Company and the Subsidiary or the market for the securities offered pursuant to the Prospectus; (ix) any adverse change in the financial or securities markets beyond normal market fluctuations having occurred since the date of the Company's securities; this Agreement, or (x) if there shall have been a any material adverse change having occurred, since the respective dates of which information is given in the market for Registration Statement and Prospectus, in the earnings, business prospects or general condition of the Company's securities , financial or securities otherwise, whether or not arising in general or in political, financial, or economic conditions as in your judgment makes it inadvisable to proceed with the offering, sale, and delivery ordinary course of the Shares on the terms contemplated by the Prospectusbusiness. (bc) If you elect to prevent this Agreement from becoming effective, effective or to terminate this Agreement as provided in this Section 10Paragraph 12, or to terminate this Agreement, you shall notify the Company shall be notified promptly by you by telephone or telecopyfacsimile, confirmed by letter. (cd) If this Agreement shall not become effective by reason of an election of the Representative pursuant to this Paragraph 12 or if this Agreement shall not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any material undertaking, or to satisfy any material condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the Underwriters, in addition to the obligations assumed by the Company pursuant to Paragraph 8 herein, will be to reimburse the Underwriters for the following: (i) Blue Sky counsel fees and expenses to the extent set forth in Paragraph 8(a)(iv); (ii) Blue Sky filing fees; and (iii) such reasonable out-of-pocket expenses of the Underwriters (including the fees and disbursements of their counsel), to the extent set forth in Paragraph 8(c), in connection with this Agreement and the proposed offering of the Securities, but in no event to exceed the sum of $100,000 less such amounts already paid. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a), 6, 8, 9, Paragraph 8 and 10 and 12 hereof shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.