Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 8:30 A.M., Minneapolis Houston time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations or business of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this SectionSection 9, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or Exchange, the American Stock Exchange or Nasdaq shall have been wholly suspended, (iv) 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 or Exchange, the American Stock ExchangeExchange or Nasdaq, by such Exchange exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis Washington authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, that in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 9, the Company and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Seamed Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveexecution.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Stock Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company Company, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramtelephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Minneapolis timeEastern Standard Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in this Section 11 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveas provided herein.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement hereunder on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilledfulfilled in all material respects, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange NMS or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your sole judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections [5(a)(1) and (2), 5(b) and 8] hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(has provided in Sections [5(a)(1) and Section 6 hereof shall at all times be effective.
(c2), 5(b) and 8]. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including (without limitation, any change in the condition (financial or otherwise), earnings, operations, or business of the Company and its subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus) which, in your sole judgment, is material and adverse to the Company, (ii) if the Company shall have breached the representations and warranties set forth in Sections 2(I)(a), (b), (c) or (i) or if the same should become untrue in any material respect, or (iii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia California authorities, or Minneapolis authorities(iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) or (ii) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (vi) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Cambridge Neuroscience Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderunless such failure or refusal is on account of the default or omission of any Underwriter, or (ii) because any other condition of to the Underwriters' obligations hereunder is not fulfilledsatisfied (unless the reason for failure to satisfy the condition is on account of the default or omission of any Underwriter, or (iii) if additional material and adverse governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia California authorities, or Minneapolis authorities(iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere substantially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (i) through (vi) above shall be without liability of any party to any other party except as provided in Section 9 hereof and except that the provisions of Section 4(h) and Section 6 hereof Company shall at all times be effective.
(c) reimburse the Underwriters for their actual accountable out-of-pocket expenses. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 12, you shall promptly notify the Company shall be notified promptly by you by telephone or telegramfacsimile, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-shall promptly notify you by telephone or telegramfacsimile, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) a. This Agreement shall become effective immediately as to Sections 5, 7, 9, 10 and 11 and, as to all other provisions (i) if at 10:00 a.m.the time of execution of this Agreement the Registration Statement has not become effective, Minneapolis at 9:00 A.M., Eastern time, on the first full business day following the effective date effectiveness of the Registration Statement, or (ii) if at the time of execution of this Agreement the Registration Statement has been declared effective, at 9:00 A.M., Eastern time, on the first business day following the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective time as you may determine on and by notice to the Company or by release of any of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for Shares of sale to the public. For the purpose purposes of this SectionSection 10, the Securities Shares shall be deemed to have been so released upon the release for sale publication of any newspaper advertisement relating to the public Shares or upon the release by you of telegrams (i) advising the publication Underwriters that the Shares are released for public offering, or (ii) offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities Shares for sale to securities dealers, whichever shall first occurmay occur first. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as the Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(h) 5a and Section 6 hereof shall at all times be effective5b hereof.
(b) You, as Representatives of the several Underwriters, b. You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and Date or on or prior to any later date on which the option referred Option Shares are to in Section 3(b), if exercised, be purchased as the case may be canceled at any time prior to the Second Closing Date, if (i) if the Company or Selling Shareholder shall have failed, refused or been unable, at on or prior to such the Closing Date, or on or prior to any later date on which the Option Shares are to be purchased, as the case may be, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, or (iiiii) if trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal, federal or New York or Georgia or Minneapolis California authorities, or (viiii) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there has occurred any material adverse change in the financial markets in the United States or shall have been an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any involved or other substantial national or international calamity or any other event substantial change in political, financial or occurrence of a similar character economic conditions shall have occurred since the execution of this Agreement thator shall have accelerated to such extent, in your judgmentthe judgment of the Representatives, makes as to have a material adverse effect on the financial markets of the United States, or to make it impractical impracticable or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of or any party to any other party except as provided in Sections 5a and 5b hereof and except that in the provisions event of termination solely pursuant to Section 4(h10(b)(i) hereof, the Company shall remain obligated to pay costs and expenses pursuant to Section 6 hereof shall at all times be effective.
(c) 5a and b hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 10, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations or business of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion initial public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate 42 -42- this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Penwest Pharmaceuticals Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.effective: (I) upon the execution and delivery hereof by the parties hereto; or (ii) if, Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executedexecuted and delivered, this Agreement shall become it is necessary for the Registration Statement thereto to be declared effective at such time as you in your discretion shall first release before the Securities for sale to offering of Units may commence, when notification of the public. For effectiveness of the purpose of this Section, the Securities shall be deemed to have Registration Statement has been released for sale to by the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occurCommission. By giving notice as hereinafter specified of termination by the means set forth in this Section 12 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of as provided in Section 4(h) and Section 6 hereof shall at all times be effective11 hereof.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over-the-counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York York, Illinois or Georgia or Minneapolis Colorado authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss or interference shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Common Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration of the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representative, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for the SecuritiesCommon Shares as contemplated by this Prospectus. Any such termination pursuant to this paragraph 13(b) shall be without liability of any party to any other party except that the provisions of as provided in Section 4(h) and Section 6 hereof shall at all times be effective.
(c) 11 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 13, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Eldorado Artesian Springs Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30
a. m., Minneapolis timeNew York City Time, on the first full business day following after the effective date declaration by the Commission of the effectiveness of the Registration Statement, or (ii) the time at such earlier time after the effective time of the Registration Statement as which you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Shares for sale to the public. For the purpose purposes of this Section, the Securities Shares shall be deemed to have been released for sale to the public upon release by you of the for publication of a newspaper advertisement relating thereto to the Shares or upon release by you of telexes letters or telegrams offering the Securities Shares for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability on the part of the Company to any Underwriter or of any party Underwriter to any the Company, other party, except that the provisions of Section 4(hthan as provided in Sections 4(g) and Section 6 hereof shall at all times be effectivehereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if Date if: (i) the Company shall have failed, refused or been unable, at or prior to such the First Closing Date, to perform any material agreement on its part to be performed hereunderperformed, (ii) or because any other material condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, ; (iiiii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or by the American New York Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, since the execution of this Agreement; (viii) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, authorities since the execution of this Agreement; or (viiv) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securitiesoccurred. Any such termination shall be without liability on the part of the Company to any Underwriter or of any party Underwriter to any the Company other party except that the provisions of Section 4(hthan as provided in Sections 4(g) and Section 6 hereof shall at all times be effectivehereof.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on upon your accepting it in the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectivemanner indicated below.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such the New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, federal or New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity calamity, a default in payment when due of interest on or principal of any debt obligations of, or the institution of proceedings under the Federal bankruptcy laws by or against, any State of the United States or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatwhich, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesBonds. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time[—], on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities ADSs for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities ADSs for sale to the public. For the purpose of this Section, the Securities ADSs shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities ADSs for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to may terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b)) hereof, if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, shareholders’ equity, properties, management, business affairs or business prospects of the Company and its subsidiaries, whether or not arising in the ordinary course of business, (iii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iiiiv) trading on the New York Stock Exchange Nasdaq Global Market, NYSE or the American Stock Exchange shall have been wholly suspended, (ivv) 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 Global Market, NYSE or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vvi) if a banking moratorium shall have has been declared by FederalCayman Islands, the PRC or U.S. federal or New York or Georgia or Minneapolis authorities, (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States or (viviii) if there has occurred occurred, after the date hereof and prior to the First Closing Date, any material adverse change in the financial markets in the United States Cayman Islands, the PRC, the U.S., Asian or an international financial markets, any outbreak of major hostilities (hostiles or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any thereof or other substantial national or international calamity or crisis or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement change that, in your judgmentthe sole judgment of Representatives, makes it impractical impracticable or inadvisable to proceed with market the completion of ADSs or to enforce contracts for the sale of and payment for the SecuritiesADSs. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, Statement or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 13 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 7 and Section 6 hereof shall at all times be effective9 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, or (ii) because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (iii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia California authorities, or Minneapolis authorities(iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (vi) above shall be without liability of any party to any other party except that as provided in Sections 7 and 9 hereof. In the provisions event of Section 4(htermination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective.
(c) expenses pursuant to Sections 7 and 9 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 12, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that as provided in Sections 4(i), 5 and 8 hereof. In the provisions event of Section 4(htermination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective.
(c) expenses pursuant to Sections 4(i), 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) a. This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:00 A.M., Minneapolis New York time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) b. You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 8:00 a.m., Minneapolis time, on the first full business day following on which the effective date Underwriters release the initial public offering of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Firm Shares for sale to the public. The Representative shall notify the Company immediately after any action has been taken which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Company or the Representative by giving notice as hereinafter provided, except that the provisions of Sections 3(g), and 8 shall at all times be effective. For the purpose purposes of this SectionAgreement, the Securities release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been released for sale to made when the public upon release Underwriters release, by you telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication of a newspaper advertisement relating thereto or upon release by you of telexes offering to the Securities for sale to securities dealersFirm Shares, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveoccurs first.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to Until the First Closing Date, and the option referred to in Section 3(b), if exercised, this Agreement may be canceled terminated by the Representative, at any time prior its option, by giving notice to the Second Closing DateCompany, if (i) the Company shall have failedsustained a loss by fire, refused flood, accident or other calamity which is material with respect to the business of the Company; the Company shall have become a party to material litigation, not disclosed in the Registration Statement or the Prospectus; or the business or financial condition of the Company shall have become the subject of any material litigation, not disclosed in the Registration Statement or the Prospectus; or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the general affairs, business, key personnel, capitalization, financial position or net worth of the Company, whether or not arising in the ordinary course of business, which loss or change, in the reasonable judgment of the Representative, shall render it inadvisable to proceed with the delivery of the Shares, whether or not such loss shall have been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, insured; (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspendedExchange, (iv) 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 or the American Stock Exchange, Nasdaq National Market, Nasdaq SmallCap Market(TM) or the over-the-counter market shall have been suspended or minimum prices shall have been established on such exchange by the SEC or by such Exchange exchanges or by order of the Commission or any other governmental authority having jurisdiction, markets; (viii) a general banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis Minnesota authorities, or ; (viiv) there has occurred any shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement be such that, in your judgmentthe judgment of the Representative, makes it impractical or inadvisable to proceed with the completion delivery of the sale Shares; (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of either of any court or other governmental authority which, in the judgment of the Representative, materially and payment adversely affects or will materially and adversely affect the business or operations of the Company; (vi) there shall be a material outbreak of hostilities or material escalation and deterioration in the political and military situation between the United States and any foreign power, or a formal declaration of war by the United States of America shall have occurred; or (vii) the Company shall have failed to comply with any of the provisions of this Agreement on its part to be performed on or prior to such date or if any of the conditions, agreements, representations or warranties of the Company shall not have been fulfilled within the respective times provided for the Securitiesin this Agreement. Any such termination shall be without liability of any party to any other party party, except as provided in Sections 6 and 7 hereof; provided, however, that the provisions of Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(h3(g) and Section 6 hereof shall at all times be effectivehereof.
(c) If you elect the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 8, it shall notify the Company shall be notified promptly by you by telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 11 hereof. If the Company elects shall elect to prevent this Agreement from becoming effective, you it shall be notified notify the Representative promptly by the Company by-telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 11 hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial - 41 - 42 or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole reasonable judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Barringer Technologies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 hereof before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or the Prospectus, which, in your sole judgment, is material and adverse, (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, (iii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, (viiv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence America of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Lason Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you the Underwriters in your their discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you the Underwriters in your their discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you the Representatives of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as the Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as The Representatives of the several Underwriters, Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Global Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your the Representatives’ reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you the Representatives by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you the Representatives shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis Florida authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegramtelecopy, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Roadhouse Grill)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis timeSan Francisco Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release of the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you you, for publication, of the publication of a first newspaper advertisement relating thereto to the Shares, or upon release the time at which the Shares are first generally offered by you of telexes offering the Securities for sale Underwriters to securities dealersdealers by letter or telegram or telecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) Company and Section 6 hereof the Selling Stockholders shall at all times be effectiveremain obligated to pay costs and expenses to the extent provided in Sections 4(j), 5 and 8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which the Second Closing DateOption Shares are to be purchased, if as the case may be, (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such the Closing Date, or on or prior to any later 34. 35 date on which the Option Shares are to be purchased, as the case may be, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company or any Selling Stockholder is not fulfilled, or (iiiii) if trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal, federal or New York or Georgia or Minneapolis California authorities, or (viiii) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, as in your judgment, reasonable judgment makes it impractical inadvisable or inadvisable impracticable to proceed with the completion offering, sale and delivery of the sale Shares, or (v) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there shall have been an outbreak or escalation of hostilities between the United States and payment for any foreign power or of any other insurrection or armed conflict involving the SecuritiesUnited States or the declaration by the United States of a national emergency which, in the reasonable opinion of the Representatives, makes it impracticable or inadvisable to offer or sell the Shares. Any such termination shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof and except that in the provisions event of termination solely pursuant to Section 4(h11(b)(i) hereof, the Company shall remain obligated to pay costs and expenses pursuant to Section 6 hereof shall at all times be effective.
(c4(j) hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you the Underwriters in your their discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you the Underwriters in your their discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you the Underwriters of the publication of a newspaper advertisement relating thereto or upon release by you the Underwriters of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, Underwriters or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, The Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in securities on the New York Stock Exchange or the American Stock Exchange Nasdaq National Market shall have been wholly suspendedsuspended or limited or minimum prices shall have been established on such Exchange or System, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York Xxx Xxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxx or Georgia or Minneapolis Colorado authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you the Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Community First Bankshares Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, Statement or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that when executed if the Registration Statement is effective at then effective, or (ii) the time this Agreement is executedof the initial public offering of any of the Shares by the Underwriters after the Registration Statement becomes effective. The time of the initial public offering shall mean the time of the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 hereof before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Company and the Selling Stockholders shall remain obligated to pay costs and expenses to the extent provided in Sections 4(j) (but only to the extent that Section 4(h4(j) by its terms applies), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which the Second Closing DateOption Shares are to be purchased, if as the case may be, (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company or any Selling Stockholder is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its Subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus that, in your sole judgment, is material and adverse, (ii) if trading generally on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal, federal or New York or Georgia or Minneapolis California authorities, (iii) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, (viiv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, as in your judgment, reasonable judgment makes it impractical inadvisable or inadvisable impracticable to proceed with the completion offering, sale and delivery of the sale Shares or (v) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there shall have been an outbreak or escalation of hostilities between the United States and payment for any foreign power or of any other insurrection or armed conflict involving the SecuritiesUnited States or the declaration by the United States of a national emergency which, in the reasonable opinion of the Representatives, makes it impracticable or inadvisable to offer or sell the Shares. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and expenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party party, except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) a. This Agreement shall become effective immediately as to Sections 5, 7, 9, 10 and 11 and, as to all other provisions (i) if at 10:00 a.m.the time of execution of this Agreement the Registration Statement has not become effective, Minneapolis at 9:00 A.M., Eastern time, on the first full business day following the effective date effectiveness of the Registration Statement, or (ii) if at the time of execution of this Agreement the Registration Statement has been declared effective, at 9:00 A.M., Eastern time, on the first business day following the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective time as you may determine on and by notice to the Company or by release of any of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for Shares of sale to the public. For the purpose purposes of this SectionSection 10, the Securities Shares shall be deemed to have been so released upon the release for sale publication of any newspaper advertisement relating to the public Shares or upon the release by you of telegrams (i) advising the publication Underwriters that the Shares are released for public offering, or (ii) offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities Shares for sale to securities dealers, whichever shall first occurmay occur first. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as the Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(h) 5a and Section 6 hereof shall at all times be effective5b hereof.
(b) You, as Representatives of the several Underwriters, b. You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and Date or on or prior to any later date on which the option referred Option Shares are to in Section 3(b), if exercised, be purchased as the case may be canceled at any time prior to the Second Closing Date, if (i) if the Company or Selling Shareholder shall have failed, refused or been unable, at on or prior to such the Closing Date, or on or prior to any later date on which the Option Shares are to be purchased, as the case may be, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, or (iiiii) if trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal, federal or New York or Georgia or Minneapolis California authorities, or (viiii) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there has occurred any material adverse change in the financial markets in the United States or shall have been an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any involved or other substantial national or international calamity or any other event substantial change in political, financial or occurrence of a similar character economic conditions shall have occurred since the execution of this Agreement thator shall have accelerated to such extent, in your judgmentthe judgment of the Representatives, makes as to have a material adverse effect on the financial markets of the United States, or to make it impractical impracticable or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of OF any party to any other party except as provided in Sections 5a and 5b hereof and except that in the provisions event of termination solely pursuant to Section 4(h10(b)(i) hereof, the Company shall remain obligated to pay costs and Section 6 hereof shall at all times be effective.
(c) expenses pursuant to SECTIONS 5a and 5B hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 10, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis timeSan Francisco Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if U.S. Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release of the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you you, for publication, of the publication of a first newspaper advertisement relating thereto to the sale of the Shares, or upon release the time at which the Shares are first generally offered by you of telexes offering the Securities for sale U.S. Underwriters to securities dealersdealers by letter or telegram or telecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) Company and Section 6 hereof the Selling Stockholders shall at all times be effectiveremain obligated to pay costs and expenses to the extent provided in Sections 4(j), 5 and 8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which the Second Closing DateOption Shares are to be purchased, if as the case may be, (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such the Closing Date, or on or prior to any later date on which the Option Shares are to be purchased, as the case may be, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the U.S. Underwriters' obligations hereunder required to be fulfilled by the Company or any Selling Stockholder is not fulfilled, or (iiiii) if trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal, federal or New York or Georgia or Minneapolis California authorities, or (viiii) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, as in your judgment, reasonable judgment makes it impractical inadvisable or inadvisable impracticable to proceed with the completion offering, sale and delivery of the sale Shares, or (v) if on or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there shall have been an outbreak or escalation of hostilities between the United States and payment for any foreign power or of any other insurrection or armed conflict involving the SecuritiesUnited States or the declaration by the United States of a national emergency which, in the reasonable opinion of the Representatives, makes it impracticable or inadvisable to offer or sell the Shares. Any such termination shall be without liability of any party to any other party except as provided in Sections 4(j), 5 and 8 hereof and except that in the provisions event of termination solely pursuant to Section 4(h11(b)(i) hereof, the Company shall remain obligated to pay costs and expenses pursuant to Sections 4(j) and Section 6 hereof shall at all times be effective.
(c) 5 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, you or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis Minnesota authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone telephone, telegram or telegrama facsimile transmission, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone by telephone, telegram or telegrama facsimile transmission, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 13 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 7 and Section 6 hereof shall at all times be effective9 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderunless such failure or refusal is on account of the default or omission of any Underwriter, or (ii) because any other condition of to the Underwriters' obligations hereunder is not fulfilledsatisfied (unless the reason for failure to satisfy the condition is on account of the default or omission of any Underwriter, or (iii) if additional material and adverse governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia California authorities, or Minneapolis authorities(iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere substantially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination shall be without liability of any party pursuant to any other party except that the provisions of Section 4(hsubparagraphs (ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.through
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you the Underwriters in your their discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you the Underwriters in your their discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you the Underwriters of the publication of a newspaper advertisement relating thereto or upon release by you the Underwriters of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, Underwriters or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and or Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, The Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market shall have been wholly suspended, (iv) 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 American Stock ExchangeNasdaq National Market, by such Exchange or market or by order of the Commission or the NASD or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis Texas authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any change or development involving a prospective change in national or international political, financial or economic conditions or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your the Underwriters' judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and or Section 6 hereof shall at all times be effective.
(c) If you the Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you the Underwriters by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you the Underwriters and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date time of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities Preferred Shares for sale to the public; providedPROVIDED, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Preferred Shares for sale to the public. For the purpose of this SectionSection 10, the Securities Preferred Shares shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing the publication commencement of a newspaper advertisement relating thereto or upon release by you the offering of telexes offering the Securities Preferred Shares for sale to by the Underwriter or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, you or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h6(g) and Section 6 7 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i1) the Company shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any agreement on its part to be performed hereunder, (ii2) any other condition of the Underwriters' Underwriter's obligations hereunder is not fulfilled, (iii3) trading on the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv4) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for of securities shall have been required, on the Nasdaq National Market, the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v5) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi6) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesPreferred Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h6(g) and Section 6 7 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 10, the Company and the Investment Adviser shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (First American Minnesota Municipal Income Fund Ii Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on upon your accepting it in the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectivemanner indicated below.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder required to be fulfilled by the Company is not fulfilled, (iii) trading on the The New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the The New York Stock Exchange or the American Stock Exchange, by such The New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or crisis, a default in payment when due of interest on or principal of any debt obligations of, or the institution of proceedings under the Federal bankruptcy laws by or against, any State of the United States, a material disruption in settlement or clearance procedures, or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatwhich, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesBonds. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(n) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegramfacsimile, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegramfacsimile, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on upon your accepting it in the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectivemanner indicated below.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder required to be fulfilled by the Company is not fulfilled, (iii) trading on the The New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the The New York Stock Exchange or the American Stock Exchange, by such The New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or crisis, a default in payment when due of interest on or principal of any debt obligations of, or the institution of proceedings under the Federal bankruptcy laws by or against, any State of the United States, a material disruption in settlement or clearance procedures, or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatwhich, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesBonds. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(n) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Hadco Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time[—], on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities ADSs for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities ADSs for sale to the public. For the purpose of this Section, the Securities ADSs shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities ADSs for sale to by the Underwriter or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to may terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b)) hereof, if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, shareholders’ equity, properties, management, business affairs or business prospects of the Company and its subsidiaries, whether or not arising in the ordinary course of business, (iii) any other condition of the Underwriters' Underwriter’s obligations hereunder is not fulfilled, (iiiiv) trading on the New York Stock Exchange Nasdaq Global Market, NYSE or the American Stock Exchange shall have been wholly suspended, (ivv) 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 Global Market, NYSE or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vvi) if a banking moratorium shall have has been declared by FederalCayman Islands, the PRC or U.S. federal or New York or Georgia or Minneapolis authorities, (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States or (viviii) if there has occurred occurred, after the date hereof and prior to the First Closing Date, any material adverse change in the financial markets in the United States Cayman Islands, the PRC, the U.S., Asian or an international financial markets, any outbreak of major hostilities (hostiles or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any thereof or other substantial national or international calamity or crisis or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement change that, in your judgmentthe sole judgment of the Underwriter, makes it impractical impracticable or inadvisable to proceed with market the completion of ADSs or to enforce contracts for the sale of and payment for the SecuritiesADSs. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Rocky Mountain time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you the Representative in your its discretion shall first release the Trust Preferred Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you the Representative in your its discretion shall first release the Trust Preferred Securities for sale to the public. For the purpose of this Section, the Trust Preferred Securities shall be deemed to have been released for sale to the public upon release by you the Representative of the publication of a newspaper advertisement relating thereto or upon release by you the Representative of telexes offering the Trust Preferred Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, youthe Representative, as Representatives of the several Underwriters, Trust or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, The Representative shall have the right to terminate this Agreement Agreement, by giving notice as hereinafter specified specified, at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if Date (i) if there has been, since the Company date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition (financial or otherwise) of the Company, or in the financial results, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, or (ii) if either Offeror shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, or (iiiii) if any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Offerors is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis authorities, or (vi) if there has occurred any material adverse change in the financial markets in the United States or an any outbreak or the escalation of major hostilities (or an escalation thereof) in which involving the United States or the declaration by the United States of a national emergency, war, or other calamity or crisis, the effect of which is involvedsuch as to make it, a declaration in the Representative's reasonable judgment, impracticable or inadvisable to market the Trust Preferred Securities or to enforce contracts for the sale of war the Trust Preferred Securities, or (v) if trading in the Trust Preferred Securities has been suspended by Congressthe Commission, any other substantial national or international calamity if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other event governmental authority, or occurrence of if a similar character shall have occurred since the execution of banking moratorium has been declared by either Federal or Montana authorities. If this Agreement thatis terminated pursuant to this Section 8(b), in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you the Representative elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you the Representative by telephone or telegram, confirmed by letter. If the Trust or the Company elects to prevent this Agreement from becoming effective, you the Representative shall be notified by the Trust or the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letterSections 5 and 8 hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities ADSs for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities ADSs for sale to the public. For the purpose of this Section, the Securities ADSs shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities ADSs for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives the Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives the Representative of the several Underwriters, shall have the right to may terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b)) hereof, if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, shareholders’ equity, properties, management, business affairs or business prospects of the Company and its subsidiaries, whether or not arising in the ordinary course of business, (iii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iiiiv) trading on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (ivv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vvi) if a banking moratorium shall have has been declared by Federalthe British Virgin Islands, the PRC or U.S. federal or New York or Georgia or Minneapolis authorities, or (vivii) if there has occurred occurred, after the date hereof and prior to the First Closing Date, any material adverse change in the financial markets in the British Virgin Islands, the People’s Republic of China, the United States States, Asian or an international financial markets, any outbreak of major hostilities (hostiles or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any thereof or other substantial national or international calamity or crisis or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement change that, in your judgmentthe sole judgment of the Representative, makes it impractical impracticable or inadvisable to proceed with market the completion of ADSs or to enforce contracts for the sale of and payment for the SecuritiesADSs. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time declaration by the Commission of the effectiveness of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Shares for sale to the public. For the purpose purposes of this Section, Section the Securities Shares shall be deemed to have been released for sale to the public upon release by you of the for publication of a newspaper advertisement relating thereto to the Shares or upon release by you of telexes letters or telegrams offering the Securities Shares for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability on the part of the Company to any Underwriter or of any party Underwriter to any the Company, other party, except that the provisions of Section 4(hthan as provided in Sections 4(g) and Section 6 hereof shall at all times be effectivehereof.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the First Closing Date, to perform any material agreement on its part to be performed hereunderperformed, (ii) or because any other material condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, ; (iiiii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or by the American New York Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, since the execution of this Agreement; (viii) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, authorities since the execution of this Agreement; or (viiv) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securitiesoccurred. Any such termination shall be without liability on the part of the Company to any Underwriter or of any party Underwriter to any the Company other party except that the provisions of Section 4(hthan as provided in Sections 4(g) and Section 6 hereof shall at all times be effectivehereof.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection , the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.shall
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) a. This Agreement shall become effective immediately as to Sections 5, 7, 9 and 11 and, as to all other provisions (i) if at 10:00 a.m.the time of execution of this Agreement the Registration Statement has not become effective, Minneapolis at 9:00 A.M., Eastern time, on the first full business day following the effective date effectiveness of the Registration Statement, or (ii) if at the time of execution of this Agreement the Registration Statement has been declared effective, at 9:00 A.M., Eastern time, on the first business day following the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective time as you may determine on and by notice to the Company or by release of any of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for Shares of sale to the public. For the purpose purposes of this SectionSection 10, the Securities Shares shall be deemed to have been so released upon the release for sale publication of any newspaper advertisement relating to the public Shares or upon the release by you of telegrams (i) advising the publication Underwriters that the Shares are released for public offering, or (ii) offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities Shares for sale to securities dealers, whichever shall first occurmay occur first. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as the Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(h) 5a and Section 6 hereof shall at all times be effective5b hereof.
(b) b. You, as the Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and Date or on or prior to any later date on which the option referred Option Shares are to in Section 3(b), if exercised, be purchased as the case may be canceled at any time prior to the Second Closing Date, if (i) if the Company or Selling Shareholders shall have failed, refused or been unable, at on or prior to such the Closing Date, or on or prior to any later date on which the Option Shares are to be purchased, as the case may be, to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, or (iiiii) if trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, required on the New York Stock Exchange or the American Stock Exchange, by such the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) or if a banking moratorium shall have been declared by Federal, federal or New York or Georgia or Minneapolis California authorities, or (viiii) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if at or prior to the Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the case may be, there has occurred any material adverse change in the financial markets in the United States or shall have been an outbreak or escalation of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any involved or other substantial national or international calamity or any other event substantial change in political, financial or occurrence of a similar character economic conditions shall have occurred since the execution of this Agreement thator shall have accelerated to such extent, in your judgmentthe judgment of the Representatives, makes as to have a material adverse effect on the financial markets of the United States, or to make it impractical impracticable or inadvisable to proceed with the completion of the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of or any party to any other party except as provided in Sections 5a and 5b hereof and except that in the provisions event of termination solely pursuant to Section 4(h10(b)(i) hereof, the Company shall remain obligated to pay costs and expenses pursuant to Section 6 hereof shall at all times be effective.
(c) 5a and b hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 10, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This After execution of the parties, this Agreement shall become effective at 10:00 the earlier of (i) 7:30 a.m., Minneapolis Colorado time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Common Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the first public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Common Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Common Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever which shall first occur. By giving notice as hereinafter specified set forth in this Section 12 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of as provided in Section 4(h) and Section 6 hereof shall at all times be effective10 hereof.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Optional Common Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which is material and adverse, or (ii) if additional material governmental restrictions not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over-the-counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York York, Illinois or Georgia or Minneapolis Colorado authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss or interference shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets in makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Common Shares, or (v) if there shall have been the declaration of the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representative, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for the SecuritiesCommon Shares as contemplated by this Prospectus. Any such termination pursuant to this paragraph 12(b) shall be without liability of any party to any other party except that the provisions of as provided in Section 4(h) and Section 6 hereof shall at all times be effective.
(c) 10 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 12, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Eldorado Artesian Springs Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you the earlier of the (i) publication of a newspaper advertisement relating thereto or upon and (ii) release by you of telexes an electronic communication authorizing commencement of the offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveeffective and shall survive the termination of this Agreement, including a termination pursuant to this Section 9.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federalfederal, New York York, Minnesota or Georgia or Minneapolis California authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Kyphon Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis Delaware authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney- in-Fact, on behalf of the Selling Stockholders, shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Jeepers Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all an times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange or in the national market system or over-the-counter market by the NASD shall have been wholly suspended, (iv) 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 or the American Stock ExchangeExchange or in the national market system or over-the-counter market by the NASD, by such Exchange exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis Minnesota authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (CNS Inc /De/)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, other than conditions in Sections 5(i) and (j), and (iii) trading on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholder, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Stockholder, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the later of (i) the execution of this agreement, Minneapolis time, on and (ii) the first full business day following the effective date effectiveness of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ultimate Electronics Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunder, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) trading if additional material governmental restrictions, not in force and effect on the New York Stock Exchange or the American Stock Exchange date hereof, shall have been wholly suspended, (iv) minimum or maximum prices for imposed upon trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your reasonable judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that as provided in Sections 4(i), 5 and 8 hereof. In the provisions event of Section 4(htermination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective.
(c) expenses pursuant to Sections 4(i), 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Minneapolis timeEastern Standard Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in this Section 11 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveas provided herein.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement hereunder on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilledfulfilled in all material respects, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange NMS or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your sole judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 5(a)(1) and (2), 5(b) and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(has provided in Sections 5(a)(1) and Section 6 hereof shall at all times be effective.
(c2), 5(b) and 8. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective.
8 hereof. -28- 29 (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects (as described in the Registration Statement and Prospectus) of the Company from that set forth in the Registration Statement or Prospectus, which, in your reasonable judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this SectionSection 9, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of this Section 4(h9 and of Section 4(a)(viii) and Section 6 hereof shall at all times be effective, and shall survive the termination of this Agreement, including a termination pursuant to this Section 9 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on The NASDAQ National Market, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on The NASDAQ National Market, the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federalfederal, New York York, Minnesota or Georgia California authorities or Minneapolis authoritiesif any new restriction materially adversely affecting the distribution of the Securities shall have become effective, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of this Section 4(h9 and of Section 4(a)(viii) and Section 6 hereof shall at all times be effective, and shall survive the termination of this Agreement, including a termination pursuant to this Section 9 hereof.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 9, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-by telephone or telegram, confirmed by letter.
(d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) Section 8(b) hereof, (ii) notification by you as provided in Section 9(a) hereof or (iii) Section 9(b) items (iii) to (vi) 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 shall, subject to demand by you, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel) incurred by the Underwriters in connection herewith.
Appears in 1 contract
Samples: Purchase Agreement (Therasense Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 [_____] a.m., Minneapolis Eastern time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; providedPROVIDED, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Stock Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Metabolix, Inc.)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you the Underwriter in your the Underwriter's discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you the Underwriter of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriter or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, The Underwriter shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' Underwriter's obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your the Underwriter's judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you the Underwriter by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you the Underwriter shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 9:00 a.m., Minneapolis Pacific time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effectiveeffective and shall survive the termination of this Agreement, including a termination pursuant to Section 9.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Cutera Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 13 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 5(j), 6 and Section 6 hereof shall at all times be effective9 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 5(j), 6 and 9 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 6 and Section 6 hereof shall at all times be effective.
(c) 9 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 12, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Tsi International Software LTD)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you the Underwriters in your their discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you the Underwriters in your their discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you the Representatives of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as the Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(i) and Section 6 hereof shall at all times be effective.
(b) You, as The Representatives of the several Underwriters, Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Global Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your the Representatives’ reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(i) and Section 6 hereof shall at all times be effective.
(c) If you the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Selling Stockholder shall be notified promptly by you the Representatives by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you the Representatives and the Selling Stockholder shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, 23 24 of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective.
8 hereof. (b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Abgenix Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis timeCentral Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange Nasdaq National Market System shall have been wholly suspended, (iv) 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 or the American Stock ExchangeNasdaq National Market System, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis North Carolina authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Youcentric Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.the
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' Underwriters obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis Texas authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(ix), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Selling Stockholder shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Selling Stockholder shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statementthis Agreement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement Agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Sequus Pharmaceuticals Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 8:00 a.m., Minneapolis time, on the first full business day following on which the effective date Underwriter releases the initial public offering of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Firm Shares for sale to the public. The Underwriter shall notify the Company immediately after any action has been taken which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Company or the Underwriter by giving notice as hereinafter provided, except that the provisions of Sections 3(g), 6, 7 and 8 shall at all times be effective. For the purpose purposes of this SectionAgreement, the Securities release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been released for sale to made when the public upon release Underwriter releases, by you telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication of a newspaper advertisement relating thereto or upon release by you of telexes offering to the Securities for sale to securities dealersFirm Shares, whichever occurs first. This Agreement, shall first occur. By giving notice as hereinafter specified before nevertheless, become effective at such time earlier than the time this Agreement becomes effectivespecified above as the Underwriter may determine, you, as Representatives of by notice to the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveCompany.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to Until the First Closing Date, and the option referred to in Section 3(b), if exercised, this Agreement may be canceled terminated by the Underwriter, at any time prior its option, by giving notice to the Second Closing DateCompany, if (i) the Company shall have failedsustained a loss by fire, refused flood, accident or other calamity which is material with respect to the business of the Company; the Company shall have become a party to material litigation, not disclosed in the Registration Statement or the Prospectus; or the business or financial condition of the Company shall have become the subject of any material litigation, not disclosed in the Registration Statement or the Prospectus; or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the general affairs, business, key personnel, capitalization, financial position or net worth of the Company, whether or not arising in the ordinary course of business, which loss or change, in the reasonable judgment of the Underwriter, shall render it inadvisable to proceed with the delivery of the Shares, whether or not such loss shall have been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, insured; (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspendedExchange, (iv) 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 or the American Stock Exchange, Nasdaq National Market, Nasdaq Small Cap Market or the over-the-counter market shall have been suspended or minimum prices shall have been established on such exchange by the SEC or by such Exchange exchanges or by order of the Commission or any other governmental authority having jurisdiction, markets; (viii) a general banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis Minnesota authorities, or ; (viiv) there has occurred any shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement be such that, in your judgmentthe judgment of the Underwriter, makes it impractical or inadvisable to proceed with the completion delivery of the sale Shares; (v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of either of any court or other governmental authority which, in the judgment of the Underwriter, materially and payment adversely affects or will materially and adversely affect the business or operations of the Company; (vi) there shall be a material outbreak of hostilities or material escalation and deterioration in the political and military situation between the United States and any foreign power, or a formal declaration of war by the United States of America shall have occurred; or (vii) the Company shall have failed to comply with any of the provisions of this Agreement on its part to be performed on or prior to such date or if any of the conditions, agreements, representations or warranties of the Company shall not have been fulfilled within the respective times provided for the Securitiesin this Agreement. Any such termination shall be without liability of any party to any other party party, except as provided in Sections 6 and 7 hereof; provided, however, that the provisions of Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(h3(g) and Section 6 hereof shall at all times be effectivehereof.
(c) If you elect the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 8, it shall notify the Company shall be notified promptly by you by telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 11 hereof. If the Company elects shall elect to prevent this Agreement from becoming effective, you it shall be notified notify the Underwriter promptly by the Company by-telephone telegram or telegramtelephone, confirmed by letterletter sent to the address specified in Section 11 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Rubber Products Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company or AMAC from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if either the Company or AMAC shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company or AMAC regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that as provided in Sections 4(j), 5 and 8 hereof. In the provisions event of Section 4(htermination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective.
(c) expenses pursuant to Sections 4(j), 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Anworth Mortgage Asset Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or and the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis California authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholder, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney- in-Fact, on behalf of the Selling Stockholder, shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date upon execution and delivery by each of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveparties hereto.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunderhereunder unless the failure to perform any such agreement is due to a default or omission by any Underwriter, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Capital Market or the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Capital Market or the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) 4(a)(vii), and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramtelephone, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Superconductor Technologies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition - 40 - 41 (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Barringer Technologies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Shareholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderunder this Agreement, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) trading if additional material governmental restrictions, not in force and effect on the New York Stock Exchange or the American Stock Exchange date hereof, shall have been wholly suspendedimposed upon trading in securities generally, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been requiredgenerally established, on the New York Stock Exchange or on the American Stock Exchange, by such Exchange or in the over the counter market by order of the Commission NASD, or any other governmental authority having jurisdictiontrading in securities generally shall have been suspended on either such exchange or in the over the counter market by the NASD, (v) or if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, which loss or interference is reasonably expected to have a Material Adverse Effect, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions, or financial markets markets, in the United States as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of major hostilities (or an escalation thereof) in which between the United States is involved, a declaration and any foreign power or of war by Congress, any other substantial national insurrection or international calamity armed conflict involving the United States or any other event or occurrence the declaration by the United States of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly and Selling Shareholders by you by telephone telephone, telecopy or telegram, in each case confirmed by letternotice to one of the Attorneys-in-Fact. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or, as described in the Registration Statement and the Prospectus, the business prospects of the Company and the Subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.suspended on
Appears in 1 contract
Samples: Underwriting Agreement (Applied Micro Circuits Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) 4(a)(viii), and Section 6 hereof shall at all times be effective.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange, by such Exchange market or exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) 4(a)(viii), and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and each shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegramtelephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date upon execution and delivery by each of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveparties hereto.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on NASDAQ, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on NASDAQ, the New York Stock Exchange or the American Stock Exchange, by any such Exchange exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Shareholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.Stock
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Eastern time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.,
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney-in-Fact, on behalf of the Selling Stockholders, shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or any Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiary considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 hereof before the time this Agreement becomes effective, you, as 45 Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that as provided in Sections 4(j) (to the provisions of extent Section 4(h4(j) by its terms applies), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations or business of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or the Prospectus, which, in your reasonable judgment, is material and adverse, (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, (iii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, (viiv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence America of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following later of the effective date time of execution hereof and the time of effectiveness of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunderhereunder at or prior to such time, (ii) any other condition of the Underwriters' obligations hereunder is not shall become incapable of being fulfilled, (iii) trading on The Nasdaq Stock Market or the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on The Nasdaq Stock Market or the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in any such case, in your judgmentjudgment exercised in good faith, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.the
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time declaration by the Commission of the effectiveness of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Shares for sale to the public. For the purpose purposes of this Section, Section the Securities Shares shall be deemed to have been released for sale to the public upon release by you of the for publication of a newspaper advertisement relating thereto to the Shares or upon release by you of telexes letters or telegrams offering the Securities Shares for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability on the part of the Company to any Underwriter or of any party Underwriter to any the Company, other party, except that the provisions of Section 4(hthan as provided in Sections 4(g) and Section 6 hereof shall at all times be effectivehereof.
(ba) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the First Closing Date, to perform any material agreement on its part to be performed hereunderperformed, (ii) or because any other material condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, ; (iiiii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or by the American New York Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, since the execution of this Agreement; (viii) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, authorities since the execution of this Agreement; or (viiv) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securitiesoccurred. Any such termination shall be without liability on the part of the Company to any Underwriter or of any party Underwriter to any the Company other party except that the provisions of Section 4(hthan as provided in Sections 4(g) and Section 6 hereof shall at all times be effectivehereof.
(cb) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified promptly by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Realty Information Group Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Minneapolis timeEastern Standard Time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 11 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveas provided herein.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement hereunder on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the financial markets in the United States general political or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) either the Company or Antigenics L.L.C. shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunderhereunder in any material respect, (ii) any other condition of the Underwriters' obligations hereunder in any material respect is not fulfilled, (iii) trading on the New York Stock Exchange or Exchange, the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.Stock
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of to the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Aviron)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.on September 1, Minneapolis time, on 2000 (the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective"Effective Date").
(b) You, as Representatives of the several Underwriters, The Sales Agent shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and termination of the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (ioffering if(i) the Company Corporation shall have failed, refused or been unable, at or prior to such Closing Datethe termination of the offering , to perform performed any material agreement on its part to be performed hereunder, by it hereunder or any representation warranty or covenant of the Corporation shall be inaccurate in any material respect; (ii) any other material condition of the Underwriters' Sales Agent's obligations hereunder is required to be fulfilled by the Corporation are not fulfilled, ; (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis Kentucky authorities, or ; (viiv) there has occurred any shall have been a material adverse change in the financial markets in condition, business or results of operations of the United States or an outbreak of major hostilities Corporation or; (or an escalation thereofv) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other material event or occurrence of a similar character shall have occurred since the execution of this Agreement thatwhich, in your judgment, the Sales Agent's reasonable judgment makes it impractical or inadvisable to proceed with this Agreement and/or the completion of the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of any party not terminate the Corporation's obligations pursuant to any other party except that the provisions of Section 4(h) Sections 3, 6 and Section 6 hereof shall at all times be effective8 hereof.
(c) If you elect to prevent this Agreement from becoming effective or The Corporation shall have the right to terminate this Agreement by giving notice as provided in this Sectionhereinafter specified at any time at or prior to the termination of the offering if-.
(i) the Sales Agent shall have failed, refused or been unable, at or prior to the Company termination of the offering, to perform any material agreement to be performed by it hereunder or any representation, warranty or covenant of the Sales Agent shall be notified promptly inaccurate in any material respect; (ii) any other material condition of the Corporation's obligations hereunder required to be fulfilled by you the Sales Agent are not fulfilled; (iii) a banking moratorium shall have been declared by telephone federal or telegramKentucky authorities; (iv) there shall have been a material adverse change in the financial condition, confirmed by letter. If business or results of operations of the Company elects to prevent Sales Agent or; (v) any other material event or occurrence of a similar character shall have occurred since the execution of this Agreement from becoming effectivewhich, you in the Corporation's reasonable judgment makes it impractical or inadvisable to proceed with this Agreement and/or the completion of the sale and payment for the Shares. Any such termination shall be notified by not terminate the Company by-telephone or telegramSales Agent's obligations pursuant to the provisions of Sections 3, confirmed by letter5 and 8 hereof.
Appears in 1 contract
Samples: Sales Agency Agreement (First Security Bancorp Inc /Ky/)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to 39 39 interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis California time, on the first second full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 13 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 6(j), 7 and Section 6 hereof shall at all times be effective9 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, or (ii) because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (iii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia California authorities, or Minneapolis authorities(iv) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (v) if there shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (vi) if there has occurred shall have been an outbreak or escalation of hostilities or of any material adverse change in other insurrection or armed conflict or the financial markets in declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale of and payment for Shares as contemplated by the SecuritiesProspectus. Any such termination pursuant to any of subparagraphs (ii) through (vi) above shall be without liability of any party to any other party except that as provided in Sections 7 and 9 hereof. In the provisions event of Section 4(htermination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and Section 6 hereof shall at all times be effective.
(c) expenses pursuant to Sections 6(j), 7 and 9 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 12, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time declaration by the Commission of the effectiveness of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities Shares for sale to the public. For the purpose purposes of this Section, the Securities Shares shall be deemed to have been released for sale to the public upon release by you of the for publication of a newspaper advertisement relating thereto to the Shares or upon release by you of telexes letters or telegrams offering the Securities Shares for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability on the part of the Company to any Underwriter or of any party Underwriter to any the Company, other party, except that the provisions of Section 4(hthan as provided in Sections 4(g) and Section 6 hereof shall at all times be effectivehereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, Date if (i) the Company shall have failed, refused or been unable, at or prior to such the First Closing Date, to perform any material agreement on its part to be performed hereunderperformed, (ii) or because any other material condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, ; (iiiii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or by the American New York Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, since the execution of this Agreement; (viii) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, authorities since the execution of this Agreement; or (viiv) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securitiesoccurred. Any such termination shall be without liability on the part of the Company to any Underwriter or of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letter.Underwriter
Appears in 1 contract
Samples: Underwriting Agreement (Anthra Pharmaceuticals Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' ’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdictionjurisdiction over the Company, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and an Attorney in Fact, on behalf of the Selling Stockholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and an Attorney in Fact, on behalf of the Selling Stockholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Genvec Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis as of the time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as becomes effective, of the release by you in your discretion shall for publication of the first release newspaper advertisement which is subsequently published relating to the Securities for sale to or the public; providedtime, that if after the Registration Statement is effective at the time this Agreement is executedbecomes effective, this Agreement shall become effective at such time as you in your discretion shall first release when the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been are first released for sale to the public upon release by you of for offering by the publication of a newspaper advertisement relating thereto Underwriters or upon release dealers by you of telexes offering the Securities for sale to securities dealersletter or telegram, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, You or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that as noted below in this Section 10, by giving the provisions of notice indicated in Section 4(h10(c) and Section 6 hereof shall at all times be before the time this Agreement becomes effective.
(b) You, as Representatives of the several Underwriters, You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing DateTime if, if after the date hereof: (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the Company shall have failedimmediate future materially disrupt, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, the securities markets; (ii) any other condition of the Underwriters' obligations hereunder is not fulfilleda general suspension of, (iii) or a general limitation on prices for, trading in securities on the New York Stock Exchange NYSE or the American Stock Exchange shall have been wholly suspended, or in the over-the-counter market; (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (viii) a banking moratorium shall have been declared either by Federal, Federal or New York State authorities; (iv) there shall have occurred any outbreak or Georgia material escalation of hostilities or Minneapolis authoritiesother calamity or crisis the effect of which on the financial markets of the United States or on the United States is such as to make it, in the judgment of the Underwriters, impracticable to market the Securities; (v) any restriction materially adversely affecting the distribution of the Securities which was not in effect on the date hereof shall have become effective; or (vi) there has occurred any material adverse shall have been such change in the market for the securities of the Company or securities in general or in political, financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, economic conditions as in your judgment, judgment makes it impractical or inadvisable to proceed with the completion offering, sale and delivery of the sale of and payment for Securities on the Securities. Any such termination shall be without liability of any party to any other party except that terms contemplated by the provisions of Section 4(h) and Section 6 hereof shall at all times be effectiveFinal Prospectus.
(c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company Section 10 shall be notified promptly by you by telephone telephone, telex, or telegramtelegraph, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed in writing by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Bear Stearns Companies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 6:30 A.M., Minneapolis San Francisco time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives Representative of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(j), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or 33 - 33 - financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representative, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(j), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) as provided in Sections 5 and Section 6 hereof shall at all times be effective.
(c) 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this SectionSection 11, you shall promptly notify the Company shall be notified promptly by you by telephone telephone, telecopy or telegram, in each case confirmed by letter. If the Company elects shall elect to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone shall promptly notify you by telephone, telecopy or telegram, in each case, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or Exchange, the American Stock Exchange or the Nasdaq National Market shall have been wholly suspended, (iv) 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 American Stock ExchangeNasdaq National Market, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia California authorities, (vi) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or Minneapolis authoritiesany development that would reasonably be expected to result in a material adverse change in or affecting the condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities, (vii) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities, or (viviii) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m.the earlier of (i) 9:30 A.M., Minneapolis New York time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after (ii) the effective time of the Registration Statement as you in your discretion shall first release initial public offering of any of the Securities for sale to Shares by the public; provided, that if Underwriters after the Registration Statement is effective at becomes effective. The time of the initial public offering shall mean the time this Agreement is executedof the release by you, this Agreement shall become effective at such time as you in your discretion shall for publication, of the first release the Securities for sale newspaper advertisement relating to the public. For Shares, or the purpose of this Section, time at which the Securities shall be deemed to have been released for sale Shares are first generally offered by the Underwriters to the public upon release by you of the publication of a newspaper advertisement relating thereto letter, telephone, telegram or upon release by you of telexes offering the Securities for sale to securities dealerstelecopy, whichever shall first occur. By giving notice as hereinafter specified set forth in Section 12 before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h) as provided in Sections 4(i), 5 and Section 6 hereof shall at all times be effective8 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at on or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time Date or on or prior to any later date on which Option Shares are to be purchased, as the Second Closing Datecase may be, if (i) if the Company or the Selling Stockholder shall have failed, refused or been unable, at or prior to such Closing Date, unable to perform any agreement on its part to be performed hereunderperformed, (ii) or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (iiifinancial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse, or (ii) if additional material governmental restrictions, not in force and effect on the date hereof, shall have been imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or on the American Stock Exchange or in the over the counter market by the NASD, or trading in securities generally shall have been wholly suspended, (iv) minimum suspended on either such exchange or maximum prices for trading shall have been fixedin the over the counter market by the NASD, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) if a banking moratorium shall have been declared by Federalfederal, New York or Georgia or Minneapolis California authorities, or (viiii) if the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or (iv) if there has occurred any shall have been a material adverse change in the general political or economic conditions or financial markets as in your reasonable judgment makes it inadvisable or impracticable to proceed with the offering, sale and delivery of the Shares, or (v) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement thatnational emergency which, in your judgmentthe reasonable opinion of the Representatives, makes it impractical impracticable or inadvisable to proceed with the completion public offering of the sale Shares as contemplated by the Prospectus. In the event of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and payment for the Securitiesexpenses pursuant to Sections 4(i), 5 and 8 hereof. Any such termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except that the provisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Company by-telephone or telegram, confirmed by letterSections 5 and 8 hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, you or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company or the Selling Stockholders shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange Exchange, the Nasdaq National Market or the American Stock Exchange shall have been wholly suspended, (iv) 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, the Nasdaq National Market or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, Federal or New York or Georgia or Minneapolis authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Selling Stockholders shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Selling Stockholders shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Integra Lifesciences Holdings Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, you or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' your obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York York, Minnesota or Georgia or Minneapolis Colorado authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company and the Selling Stockholders or an Attorney-in-Fact on behalf of the Selling Stockholders, shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you and the Selling Stockholders, or an Attorney-in-Fact on behalf of the Selling Stockholders, shall be notified by the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Hickory Furniture Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Preferred Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Preferred Securities for sale to the public. For the purpose of this Section, the Preferred Securities shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Preferred Securities for sale to securities Preferred Securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, Trust or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled at any time prior to the Second Closing Date, if (i) the Company either Offeror shall have failed, refused or been unable, at or prior to such the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' your obligations hereunder is not fulfilled, (iii) trading in securities on the New York Stock Exchange or the American Nasdaq Stock Exchange Market shall have been wholly suspendedsuspended or limited or minimum prices shall have been established on such Exchange or System, (iv) 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 or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York or Georgia or Minneapolis Minnesota authorities, or (viv) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in your judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Preferred Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Trust or the Company elects to prevent this Agreement from becoming effective, you shall be notified by the Trust or the Company by-by telephone or telegram, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (United Community Bancshares Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(h4(a)(vii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be canceled cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the NASDAQ, New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by Federal, New York federal or Georgia or Minneapolis state authorities, or (vi) there has occurred any material adverse change in the financial markets in the United States or an outbreak of major hostilities (or an escalation thereof) in which the United States is involved, a declaration of war by Congress, any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution any outbreak or escalation of this Agreement hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(h4(a)(vii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the Company Company, each Other Selling Stockholder and an Attorney-in-Fact, on behalf of the Designated Selling Stockholders, shall be notified promptly by you by telephone or telegramtelephone, confirmed by letter. If the Company elects to prevent this Agreement from becoming effective, you you, each Other Selling Stockholder and an Attorney-in-Fact, on behalf of the Designated Selling Stockholders, shall be notified by the Company by-telephone or telegramby telephone, confirmed by letter.
Appears in 1 contract
Samples: Purchase Agreement (Dexcom Inc)
