Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission. (b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities. (c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) hereof. (d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 6 contracts
Samples: Underwriting Agreement (Coastal Bancshares Acquisition Corp.), Underwriting Agreement (Community Bankers Acquisition Corp.), Underwriting Agreement (Coastal Bancshares Acquisition Corp.)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's ’s representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 4 contracts
Samples: Underwriting Agreement (Sand Hill It Security Acquisition Corp), Underwriting Agreement (Sand Hill It Security Acquisition Corp), Underwriting Agreement (Sand Hill It Security Acquisition Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., San Francisco time, on the Effective Date at first full business day following the time effective date of the Registration Statement is declared effective or (ii) the time of the initial public offering of any of the Shares by the CommissionUnderwriters after the Registration Statement becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the Underwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 12 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 as provided in Sections 4(j), 5 and 8 hereof.
(b) You You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time on or prior to the Closing Date or on or prior to any Closing Datelater date on which Option Shares are to be purchased, as the case may be, (i) if the Company or either Selling Stockholder shall have failed, refused or been unable to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including 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 that, in your opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; 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, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (American Stock Exchange or successor in the over-the-counter market by the NASD, or trading market) in securities generally shall have been suspendedsuspended on either such exchange or in the over-the-counter market by the NASD, or minimum or maximum prices for trading if a banking moratorium shall have been fixeddeclared by federal, New York or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdictionCalifornia authorities, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, insured or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or to enforce contracts made (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 Underwriters for United States of a national emergency that, in the sale reasonable opinion of the Securities.
(c) Representatives, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. In the event that 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 termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 4 contracts
Samples: Underwriting Agreement (Value America Inc /Va), Underwriting Agreement (Value America Inc /Va), Underwriting Agreement (Value America Inc /Va)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., San Francisco time, on the Effective Date at first full business day following the effective date of the Registration Statement, or (ii) the time of the initial public offering of any of the Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the CommissionUnderwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 12 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 as provided in Sections 4(j), 5 and 8 hereof.
(b) You You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time on or prior to the Closing Date or on or prior to any Closing Datelater date on which Option Shares are to be purchased, as the case may be, (i) if the Company or any domestic Selling Stockholder shall have failed, refused or international event or act or occurrence has materially disruptedbeen unable to perform any agreement on its part to be performed, 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, 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 opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; 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, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (American Stock Exchange or successor in the over the counter market by the NASD, or trading market) in securities generally shall have been suspendedsuspended on either such exchange or in the over the counter market by the NASD, or minimum or maximum prices for trading if a banking moratorium shall have been fixeddeclared by federal, New York or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdictionCalifornia authorities, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or to enforce contracts made (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 Underwriters for United States of a national emergency which, in the sale reasonable opinion of the Securities.
(c) Representatives, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. In the event that 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 termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 4 contracts
Samples: Underwriting Agreement (Hi/Fn Inc), Underwriting Agreement (Faroudja Inc), Underwriting Agreement (Anesta Corp /De/)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You The Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your the Representatives' opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become involved in a new war or an upon a material increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your the Representatives' opinion, make it inadvisable to proceed with the delivery of the Units, or ; (vii) if any of the Company's ’s representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect effect; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way be effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 4 contracts
Samples: Underwriting Agreement (Middle Kingdom Alliance Corp.), Underwriting Agreement (Middle Kingdom Alliance Corp.), Underwriting Agreement (Middle Kingdom Alliance Corp.)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board The New York Stock Exchange, by The New York Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak or escalation of major hostilities in which the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(n), Section 6 and Section 13 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or facsimile, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or facsimile, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 4 contracts
Samples: Underwriting Agreement (South Carolina Electric & Gas Co), Underwriting Agreement (South Carolina Electric & Gas Co), Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon execution and delivery by each of the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Capital Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(vii), and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to terminate this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms hereinas provided in this Section, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed notified promptly by Section 3(s) hereofyou by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 3 contracts
Samples: Purchase Agreement (Electromed, Inc.), Purchase Agreement (Electromed, Inc.), Purchase Agreement (Electromed, Inc.)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an a material increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's ’s representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way be effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (Shanghai Century Acquisition Corp), Underwriting Agreement (Shanghai Century Acquisition Corp), Underwriting Agreement (Shanghai Century Acquisition Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You The Representative shall have the right to terminate this Agreement at any time prior to any Closing DateDate by notice to the Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Representative will in the immediate future materially disrupt, general securities markets in the United States; States as to make it, in the reasonable judgment of the Representative, inadvisable or impracticable to proceed with the offer, sale or delivery of the Securities or enforce contracts for the sale of the Securities, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, the Boston Stock Exchange or on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, as to make it, in the reasonable judgment of the Representative, inadvisable or impracticable to proceed with the offer, sale or delivery of the Securities or enforce contracts for the sale of the Securities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your the Representative’s reasonable opinion, make it impracticable or inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representationscondition specified in Section 4 hereof shall not have been fulfilled when and as required to be fulfilled, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have Representative has become aware after the date hereof of a Material Adverse Effect, or there is after the date hereof such a material adverse change in general market conditions as to make it, in the conditions or prospects reasonable judgment of the CompanyRepresentative, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offeringoffer, sale and/or or delivery of the Units Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) 3 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (Trans-India Acquisition Corp), Underwriting Agreement (Trans-India Acquisition Corp), Underwriting Agreement (Trans-India Acquisition Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., California time, on the Effective Date at second full business day following the effective date of the Registration Statement, or (ii) the time of the initial public offering of any of the Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the CommissionUnderwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 13 before the time this Agreement becomes effective, you, as Representative of the several Underwriters, or the Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except as provided in Sections 6(j), 7 and 9 hereof.
(b) You You, as 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 Closing Date or on or prior to any Closing Datelater date on which Option Shares are purchased, as the case may be, (i) if the Company shall have failed, refused or been unable to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order because any other condition of the Commission Underwriters' obligations hereunder required to be fulfilled is not fulfilled, including, without limitation, any change in the condition (financial or any other government authority having jurisdictionotherwise), 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 United States date hereof, shall have become involved 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 suspended on either such exchange or in the over the counter market by the NASD, or if a new war banking moratorium shall have been declared by federal, New York or an increase in major hostilitiesCalifornia authorities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or to enforce contracts made (vi) if there shall have been an outbreak or escalation of hostilities or of any other insurrection or armed conflict or the declaration by the Underwriters for United States of a national emergency which, in the sale reasonable opinion of the Securities.
Representatives, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. Any termination pursuant to any of subparagraphs (cii) through (vi) above shall be without liability of any party to any other party except as provided in Sections 7 and 9 hereof. In the event that of termination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and 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 Section 12, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (CPS Systems Inc), Underwriting Agreement (CPS Systems Inc), Underwriting Agreement (Cost U Less Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective the later of (i) the date and time that this Agreement is executed and delivered by the parties hereto and (ii) at 10:00 a.m., Minneapolis time, on the first full business day following the Effective Date, or at such earlier time after the Effective Date at as the time Representatives in their discretion shall first release the Registration Statement is declared effective Shares for offering to the public. For purposes of this Section 8, the Shares shall be deemed to have been released to the public upon release by the CommissionRepresentatives of the publication of a newspaper advertisement relating to the Shares or upon release of a telegram or a letter offering the Shares for sale to securities dealers, whichever shall first occur.
(b) You The Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time prior to any the First Closing Date, and the option referred to in Section 2(c), if exercised, may be canceled at any time by the Representatives by giving such notice to the Company 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 the First Closing Date, to perform any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United Statesmaterial agreement on its part to be performed hereunder as of such date; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq Stock Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, required or maximum ranges for prices for securities established by the Commission or by any such exchange or the Nasdaq Stock Market; (iv) a banking moratorium shall have been fixeddeclared by federal, New York or maximum ranges for prices for securities Minnesota authorities; (v) there shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions or prospects on the financial markets in the United States shall be such as, in the reasonable judgment of the CompanyRepresentatives, makes it impractical or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable inadvisable to proceed with the offering, sale and/or delivery completion of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the SecuritiesShares; (vi) there shall have been the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority, which in the reasonable judgment of the Representatives materially and adversely affects or will materially and adversely affect the business or operations of the Company; or (vii) there shall be an outbreak of major hostilities (or an escalation thereof) in which the United States is involved or a formal declaration of war by the United States of America shall have occurred or 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 the reasonable judgment of the Representatives, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares. Any such termination shall be without liability of any party to any other party, except as provided in Sections 6 and 7 hereof; provided, however, that the Company shall remain obligated to pay costs and expenses to the extent provided in Section 3(k) hereof.
(c) In If the event that Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 8, they shall not be carried out for any reason whatsoevernotify the Company and the Selling Shareholders by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address(es) specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Representatives promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this AgreementIf the Company shall fail at the First Closing Date to sell and deliver the number of Shares which it is obligated to sell hereunder, any election hereunder or any termination of this Agreement, and whether or not then this Agreement is otherwise carried outshall terminate without any liability on the part of any Underwriter. No action taken pursuant to this Section 8(d) shall relieve the Company from liability, the provisions if any, in respect of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereofdefault.
Appears in 3 contracts
Samples: Underwriting Agreement (Sportsmans Guide Inc), Underwriting Agreement (Sportsmans Guide Inc), Underwriting Agreement (Sportsmans Guide Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., Los Angeles time, on the Effective Date at first full business day following the effective date of the Registration Statement, or (ii) the time of the initial public offering of any of the Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the CommissionUnderwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 12 before the time this Agreement becomes effective, you, as Representative of the several Underwriters, or the Company, may prevent this Agreement from becoming effective without liability of any party to any other party, except as provided in Sections 4(j), 5 and 8 hereof.
(b) You You, as 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 Closing Date or on or prior to any Closing Datelater date on which Option Shares are to be purchased, as the case may be, (i) if the Company shall have failed, refused or been unable to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, 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, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; 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, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (American Stock Exchange or successor in the over the counter market by the NASD, or trading market) in securities generally shall have been suspendedsuspended on either such exchange or in the over the counter market by the NASD, or minimum or maximum prices for trading if a banking moratorium shall have been fixeddeclared by federal, New York or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdictionCalifornia authorities, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or to enforce contracts made (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 Underwriters for United States of a national emergency which, in the sale reasonable opinion of the Securities.
Representatives, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. Any termination pursuant to any of subparagraphs (cii) through (v) above shall be without liability of any party to any other party except as provided in Sections 4(j), 5 and 8 hereof. In the event that of termination pursuant to subparagraph (i) above, the Company shall also remain obligated to pay costs and 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 Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (Compass Plastics & Technologies Inc), Underwriting Agreement (Netgateway Inc), Underwriting Agreement (Compass Plastics & Technologies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(q) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (Community Bankers Acquisition Corp.), Underwriting Agreement (Community Bankers Acquisition Corp.), Underwriting Agreement (Community Bankers Acquisition Corp.)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon the Effective Date at the time the Registration Statement is declared effective execution and delivery hereof by the Commissionparties hereto.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD FINRA OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD FINRA OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's ’s representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the SecuritiesUnits .
(c) In the event that this Agreement shall not be carried out for any reason whatsoeverwhatsoever not reasonably attributable to the Underwriters, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(d) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 3 contracts
Samples: Underwriting Agreement (Biopure Corp), Underwriting Agreement (Biopure Corp), Underwriting Agreement (Biopure Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time later of (i) execution of this Agreement, or (ii) when notification of the effectiveness of the Registration Statement is declared effective has been released by the Commission.
(b) You Capital West shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, Date (i) if the Company shall have failed, refused or been unable, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or in your opinion will because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled including, without limitation, any change in the immediate future materially disruptfinancial condition, general securities markets earnings, operations, business, management, technical staff, or business prospects of the Company from that set forth in the United States; Registration Statement or Prospectus which, in Capital West's sole judgment, is material and adverse, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (Nasdaq Stock Market or successor trading market) the Nasdaq Stock Market SmallCap shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the Nasdaq Stock Market or the Nasdaq Stock Market SmallCap, by the New York Stock Exchange, the Nasdaq Stock Market, or the Nasdaq Stock Market SmallCap or by order of the Commission or any other government governmental authority having jurisdiction, or if a banking moratorium shall have been declared by federal, Canadian, provincial, New York, or Oklahoma authorities, or (iii) if on or prior to the United States shall have become involved in a new war or an increase in major hostilitiesClosing Date, or (iv) if a banking moratorium has been declared by a New York State on or federal authorityprior to any later date on which Option Shares are to be purchased, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts as the United States securities marketcase may be, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, of such character as to interfere materially and adversely with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of financial markets in the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, United States as in the Representatives' Capital West's reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or (v) if on or prior to enforce contracts made by the Underwriters for Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the sale case may be, there shall have been an outbreak or escalation of hostilities or other international or domestic calamity, crises or material adverse change in political, financial or economic conditions, the effect of which on the financial markets of the Securities.
(c) United States is such as to make it in Capital West's reasonable judgment, inadvisable to proceed with the marketing of the Shares. In the event that of termination pursuant to this Section 11(b), the Company shall remain obligated to pay costs and expenses pursuant to Section 4(j), 5 and 8 hereof. If Capital West elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, Capital West shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone or telecopy, within in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify Capital West by Section 3(s) hereoftelephone or telecopy, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Talisman Enterprise Inc), Underwriting Agreement (Talisman Enterprise Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the Effective Date first business day following the date hereof, or at such earlier time after the time effective date of the Registration Statement is declared effective as the Underwriters in 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 the CommissionUnderwriters of the publication of a newspaper advertisement relating thereto or upon release by 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, the 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 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 any the First Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State York, Texas or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinnesota authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionthe Underwriters' judgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In If the event that Underwriters elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by the Underwriters by telephone or telegram, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, the out of pocket expenses related to the transactions contemplated herein Underwriters shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Amresco Inc), Purchase Agreement (Amresco Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 8:00 a.m., Minnesota time, on the first full day following the Effective Date at Date, after which the Underwriter shall commence selling the Units to the public, or such earlier time as the Registration Statement Underwriter shall release the Units for sale to the public. The Underwriter shall notify the Company immediately after the Underwriter has taken any action which causes this Agreement to become effective. Until this Agreement is declared effective effective, it may be terminated by the CommissionCompany or by the Underwriter by giving notice as hereinafter provided, except that the provisions of Sections 4(q) and (s) and Sections 6, 7, 9, 12 and 13 shall at all times be effective. For purposes of this Agreement, the release of the initial public offering of the Firm Units for sale to the public shall be deemed to have been made when the Underwriter releases, by facsimile or otherwise, firm offers of the Firm Units to securities dealers or release for publication a newspaper advertisement relating to the Firm Units, whichever occurs first.
(b) You shall have Until the right to terminate this Agreement at any time prior to any First Closing Date, this Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage 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 33 disclosed in the Registration Statement or malicious act whichthe 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 consolidated net worth of the Company, whether or not such arising in the ordinary course of business, which loss shall have been insured, willor change, in your opinionthe reasonable judgment of the Underwriter, make shall render it inadvisable to proceed with the delivery of the Units, whether or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives such loss shall have become aware after been insured; (ii) trading in securities generally on the date hereof of New York Stock Exchange, American Stock Exchange, Nasdaq National Market, Nasdaq SmallCap 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 exchanges or markets; (iii) a general banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions or prospects on the financial markets in the United States shall be such that, in the judgment of the CompanyUnderwriter, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make makes it impracticable inadvisable to proceed with the offering, sale and/or delivery of the Units Units; (v) the enactment, publication, decree or to enforce contracts made 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 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 Underwriters for United States of America shall have occurred; (vii) the sale Company shall have failed to comply with any of the Securitiesprovisions 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 in this Agreement; (viii) the Company is no longer registered under the 1934 Act; or (ix) the Company's Common Stock is no longer listed on The Nasdaq National Market. Any such termination shall be without liability of any party to any other party, except as provided in Sections 6, 7, 9, 12 and 13 hereof; provided, however, that the Company shall remain obligated to pay costs and expenses to the extent provided in Sections 4(q) and (s) hereof.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 10 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 10 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (PDS Financial Corp), Underwriting Agreement (PDS Financial Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on immediately after the time at which the Registration Statement shall become effective under the Securities Act upon the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Underwriter, at its sole option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled or waived by the Underwriter, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the-counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange, the American Stock Exchange or in the over-the-counter market by such Exchange or by The Nasdaq Stock Market or by order of the Commission SEC or any other government governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal, New York or Minnesota authorities, (iiivi) if there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not be such loss shall have been insured, willas, in your opinionthe reasonable judgment of the Underwriter, would make it inadvisable to proceed with the delivery of the Units, or (vii) if the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the judgment of the Company's representationsUnderwriter, warranties materially and adversely affects or covenants hereunder are breached, will materially and if not otherwise qualified by materiality, there is a material adverse effect adversely affect the business or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects operations of the Company, or such adverse (viii) there shall be a material change in general market conditions, including without limitation as a result outbreak of terrorist activities after the date hereof, as hostilities or material escalation and deterioration in the Representatives' judgment would make it impracticable to proceed with political and military situation between the offeringUnited States and any foreign power, sale and/or delivery or a formal declaration of the Units or to enforce contracts made war by the Underwriters for United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the sale of Company shall remain obligated to pay costs and expenses to the Securitiesextent provided in Section 4 hereof.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company and the Company's counsel promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter and the Underwriter's Counsel promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by addresses specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Medicalcv Inc), Underwriting Agreement (Medicalcv Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 8:00 a.m., Minnesota time, on the first full day following the Effective Date at Date, after which the Underwriter shall commence selling the Debentures to the public, or such earlier time as the Registration Statement Underwriter shall release the Debentures for sale to the public. The Underwriter shall notify the Company immediately after the Underwriter has taken any action which causes this Agreement to become effective. Until this Agreement is declared effective effective, it may be terminated by the CommissionCompany or by the Underwriter by giving notice as hereinafter provided, except that the provisions of Sections 4(q) and (r) and Sections 6, 7, 9, 12 and 13 shall at all times be effective. For purposes of this Agreement, the release of the Debentures for sale to the public shall be deemed to have been made when the Underwriter releases, by facsimile or otherwise, firm offers of the Debentures to securities dealers or release for publication a newspaper advertisement relating to the Debentures, whichever occurs first.
(b) You shall have Until the right to terminate this Agreement at any time prior to any Closing Date, this Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage 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 malicious act whichthe 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 consolidated 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 Debentures, whether or not such loss shall have been insured; (ii) trading in securities generally on the New York Stock Exchange, willAmerican Stock Exchange, Nasdaq National Market, Nasdaq SmallCap 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 exchanges or markets; (iii) a general banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there 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 shall be such that, in your opinionthe judgment of the Underwriter, make makes it inadvisable to proceed with the delivery of the UnitsDebentures; (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 whih, in the judgment of the Underwriter, materially and 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; (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 Company's representationsconditions, agreements, representations or warranties or covenants hereunder are breached, and if of the Company shall not otherwise qualified by materiality, there is a material adverse effect or have been fulfilled within the respective times provided for in this Agreement; (viii) if the Representatives shall have become aware after Company is no longer registered under the date hereof of such a material adverse change in the conditions 1934 Act; or prospects of (ix) the Company's Common Stock is no longer listed on The Nasdaq National Market or Nasdaq SmallCap Market. Any such termination shall be without liability of any party to any other party, or such adverse material change except as provided in general market conditionsSections 6, including without limitation as a result 7, 9, 12 and 13 hereof; provided, however, that the Company shall remain obligated to pay costs and expenses to the extent provided in Sections 4(q) and (r) of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery Section 4 of the Units or to enforce contracts made by the Underwriters for the sale of the Securitiesthis Agreement.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 10 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 10 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Paper Warehouse Inc), Underwriting Agreement (Paper Warehouse Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the The New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or Shares; (vii) if any of the Company's representations, warranties or covenants hereunder are is breached, and if not otherwise qualified by materiality, there is a material adverse effect effect; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(p) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Tri-S Security Corp), Underwriting Agreement (Tri-S Security Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., San Francisco time, on the Effective Date at first (lst) full business day following the effective date of the Registration Statement, or (ii) the time of the initial public offering of any of the Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the CommissionUnderwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 12 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 as provided in Sections 4(i), 5 and 8 hereof.
(b) You You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time on or prior to the Closing Date or on or prior to any Closing Datelater date on which Option Shares are to be purchased, as the case may be, (i) if the Company or any domestic Selling Shareholder shall have failed, refused or international event or act or occurrence has materially disruptedbeen unable to perform any agreement on its part to be performed, 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, 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 opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; 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, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (American Stock Exchange or successor in the over the counter market by the NASD, or trading market) in securities generally shall have been suspendedsuspended on either such exchange or in the over the counter market by the NASD, or minimum or maximum prices for trading if a banking moratorium shall have been fixeddeclared by federal, New York or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdictionCalifornia authorities, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or to enforce contracts made (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 Underwriters for United States of a national emergency which, in the sale reasonable opinion of the Securities.
(c) Representatives, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. In the event that 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 termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Profit Recovery Group International Inc), Underwriting Agreement (Profit Recovery Group International Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 Commissionpublication 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, either Underwriter 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You The Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, if (i) if the Company or any domestic Taylxx Xxxily Representative shall have failed, refused or international event been unable, at or act or occurrence has materially disruptedprior to such Closing Date, or in your opinion will in the immediate future materially disruptto perform any agreement on its part to be performed hereunder, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, wholly suspended 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 fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketIllinois authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) In If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section, the event that 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. If the Company shall fail at the Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall not be carried out for terminate without any reason whatsoever, within liability on the time specified herein or part of any extensions thereof non-defaulting party. No action taken pursuant to the terms herein, the obligations of this Section shall relieve the Company to pay the out so defaulting from liability, if any, in respect of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) hereofsuch default.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Taylor Capital Group Inc), Purchase Agreement (Taylor Capital Group Inc)
Effective Date of this Agreement and Termination. (a) This After execution of the parties, this Agreement shall become effective at the earlier of (i) 7:30 a.m., Colorado time, on the Effective Date at second full business day following the effective date of the Registration Statement, or (ii) the time of the first public offering of any of the Common Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the first public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Common Shares, or the time at which the Common Shares are first generally offered by the CommissionUnderwriters to the public by letter, telephone, telegram or telecopy, which shall first occur. By giving notice as set forth in this Section 12 before the time this Agreement becomes effective, you, as Representative of the several Underwriters, or the Company, may prevent this Agreement from becoming effective without liability to any other party, except as provided in Section 10 hereof.
(b) You You, as 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 or on or prior to any Closing Datelater date on which Optional Common Shares are to be purchased, as the case may be, (i) if the Company shall have failed, refused or been unable to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, 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, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (over-the-counter market by the NASD, or successor trading market) in securities generally shall have been suspendedsuspended on either such exchange or in the over-the- counter market by the NASD, or minimum or maximum prices for trading if a banking moratorium shall have been fixeddeclared by federal, New York, Illinois or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdictionColorado authorities, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units 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 of a national emergency which, in the reasonable opinion of the Representative, makes it impracticable or inadvisable to proceed with the public offering of the Common Shares as contemplated by this Prospectus. Any termination pursuant to this paragraph 12(b) shall be without liability of any party to any other party except as provided in Section 10 hereof. If you elect to prevent this Agreement from becoming effective or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that terminate this Agreement as provided in this Section 12, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case, confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Eldorado Artesian Springs Inc), Underwriting Agreement (Eldorado Artesian Springs Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., San Francisco time, on the Effective Date at first business day following the effective date of the Registration Statement, or (ii) the time of the initial public offering of any of the Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the CommissionUnderwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 12 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 as provided in Sections 4(i), 5 and 8 hereof.
(b) You You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time on or prior to the Closing Date or on or prior to any Closing Datelater date on which Option Shares are to be purchased, as the case may be, (i) if the Company or any domestic Selling Stockholder shall have failed, refused or international event or act or occurrence has materially disruptedbeen unable to perform any agreement on its part to be performed, 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, business or 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 opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; 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, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (American Stock Exchange or successor in the over the counter market by the NASD, or trading market) in securities generally shall have been suspendedsuspended on either such exchange or in the over the counter market by the NASD, or minimum or maximum prices for trading if a banking moratorium shall have been fixeddeclared by federal, New York or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdictionCalifornia authorities, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or to enforce contracts made (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 Underwriters for United States of a national emergency which, in the sale reasonable opinion of the Securities.
(c) Representatives, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. In the event that of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and expenses pursuant to Sections 4(i), 5 and 8 hereof. Any termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Carreker Antinori Inc), Underwriting Agreement (Carreker Antinori Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on when the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto have executed and delivered this Agreement.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Global Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government authority having jurisdictionGovernmental Authority, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations Company and an Attorney-in-Fact, on behalf of the Company to pay the out of pocket expenses related to the transactions contemplated herein Selling Stockholders, shall be governed notified promptly by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreementyou by telephone, any election hereunder or any termination of this Agreement, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, you and an Attorney-in-Fact, on behalf of the provisions of Section 5 Selling Stockholders, shall not be in any way effected bynotified by the Company by telephone, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed by letter.
Appears in 2 contracts
Samples: Purchase Agreement (Masimo Corp), Purchase Agreement (Masimo Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by the New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak or escalation of major hostilities in which the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (South Carolina Electric & Gas Co), Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the The New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board The Nasdaq Stock Market (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board The Nasdaq Stock Market or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or Shares; (vii) if any of the Company's ’s representations, warranties or covenants hereunder are is breached, and if not otherwise qualified by materiality, there is a material adverse effect effect; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(p) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Smart Move, Inc.), Underwriting Agreement (Smart Move, Inc.)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You You, as 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by the New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak of major hostilities in which the Company United States is involved, a declaration of war by Congress, any other substantial national or international 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (South Carolina Electric & Gas Co), Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., San Francisco time, on the Effective Date at first full business day following the effective date of the Registration Statement, or (ii) the time of the public offering of any of the Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the CommissionUnderwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 12 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 as provided in Sections 4(i), 5 and 8 hereof.
(b) You 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 Closing Date or on or prior to any Closing Datelater date on which Option Shares are to be purchased, as the case may be, (i) if the Company shall have failed, refused or been unable to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, 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, 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 opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; 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, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (American Stock Exchange or successor in the over the counter market by the NASD, or trading market) in securities generally shall have been suspendedsuspended on either such exchange or in the over the counter market by the NASD, or minimum or maximum prices for trading if a banking moratorium shall have been fixeddeclared by federal, New York or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdictionCalifornia authorities, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage 34 - 34 - accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, financial markets as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or to enforce contracts made (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 Underwriters for United States of a national emergency which, in the sale reasonable opinion of the Securities.
(c) Representatives, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. In the event that of termination pursuant to subparagraph (i) above, the Company shall remain obligated to pay costs and expenses pursuant to Sections 4(i), 5 and 8 hereof. Any termination pursuant to any of subparagraphs (ii) through (v) above shall be without liability of any party to any other party except as provided in Sections 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Alkermes Inc), Underwriting Agreement (Alkermes Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 Commissionpublication 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations Company and the Attorney-in-Fact, on behalf of the Company to pay the out of pocket expenses related to the transactions contemplated herein Selling Shareholders, shall be governed notified promptly by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreementyou by telephone or telegram, any election hereunder or any termination of this Agreement, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, you and the provisions Attorney-in-Fact, on behalf of Section 5 the Selling Shareholders, shall not be in any way effected bynotified by the Company by telephone or telegram, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed by letter.
Appears in 2 contracts
Samples: Purchase Agreement (Commtouch Software LTD), Purchase Agreement (Commtouch Software LTD)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at immediately after the time at which the Registration Statement is declared shall become effective by under the CommissionSecurities Act.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Representative on behalf of the Underwriters, at its option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if any domestic or international event or act or occurrence has materially disruptedthe Company shall have failed, refused, or in your opinion will in the immediate future materially disruptbeen unable, general securities markets in the United States; at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled or waived by the Representative, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the-counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, on the New York Stock Exchange, Nasdaq, the American Stock Exchange, or maximum ranges for prices for securities shall have been required on in the NASD OTC Bulletin Board over-the-counter market, by such Exchange or by Nasdaq or by order of the Commission SEC or any other government governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal, New York, or Minnesota authorities, (iiivi) if there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not be such loss shall have been insured, willas, in your opinionthe judgment of the Representative, make makes it inadvisable to proceed with the delivery of the UnitsShares, or (vii) if the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the judgment of the Company's representationsRepresentative, warranties materially and adversely affects or covenants hereunder are breached, will materially and if not otherwise qualified by materiality, there is a material adverse effect adversely affect the business or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects operations of the Company, or such adverse (viii) there shall be a material change in general market conditions, including without limitation as a result outbreak of terrorist activities after the date hereof, as hostilities or material escalation and deterioration in the Representatives' judgment would make it impracticable to proceed with political and military situation between the offeringUnited States and any foreign power, sale and/or delivery or a formal declaration of the Units or to enforce contracts made war by the Underwriters for United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the sale of Company shall remain obligated to pay costs and expenses to the Securitiesextent provided in Section 4 hereof.
(c) In If the event that Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 12 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriters promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by addresses specified in Section 3(s) 12 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Eco Soil Systems Inc), Underwriting Agreement (Eco Soil Systems Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange Exchange, the NASDAQ National Market or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board required, by any of said exchanges or by such system or by order of the Commission Commission, the National Association of Securities Dealers, Inc., or any other government authority having jurisdictiongovernmental or regulatory authority, or (iii) if the United States shall have become involved in a new war or an a material increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State any state or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's ’s representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, whether or not arising in the ordinary course of business, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(m) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way be effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Adcare Health Systems Inc), Underwriting Agreement (Adcare Health Systems Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on when the Effective Date at Underwriter releases the time initial public offering of the Registration Statement Firm Units 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 declared effective effective, it may be terminated by the CommissionCompany or the Underwriter by giving notice as hereinafter provided, except that the provisions of Section 3(g) and Sections 6, 7, and 8 shall at all times be effective. For purposes of this Agreement, the release of the initial public offering of the Firm Units for sale to the public shall be deemed to have been made when the Underwriter releases, by facsimile or otherwise, firm offers of the Firm Units to securities dealers or release for publication a newspaper advertisement relating to the Firm Units, whichever occurs first.
(b) You shall have Until the right to terminate this Agreement at any time prior to any First Closing Date, this Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage 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 malicious act whichthe 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 such arising in the ordinary course of business, which loss shall have been insured, willor change, in your opinionthe reasonable judgment of the Underwriter, make shall render it inadvisable to proceed with the delivery of the Units, whether or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives such loss shall have become aware after been insured; (ii) trading in securities generally on the date hereof of New York Stock Exchange, American Stock Exchange, Nasdaq National Market, Nasdaq SmallCap 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 exchanges or markets; (iii) a general banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions or prospects on the financial markets in the United States shall be such that, in the judgment of the CompanyUnderwriter, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make makes it impracticable inadvisable to proceed with the offering, sale and/or delivery of the Units Units; (v) the enactment, publication, decree or to enforce contracts made 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 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 Underwriters for United States of America shall have occurred; (vii) the sale Company shall have failed to comply with any of the Securitiesprovisions 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 in this Agreement; or (viii) the Company is no longer registered under the 1934 Act. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the Company shall remain obligated to pay costs and expenses to the extent provided in Section 3(g) hereof.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 8, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 10 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 10 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Hypertension Diagnostics Inc /Mn), Underwriting Agreement (Hypertension Diagnostics Inc /Mn)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, on The New York Stock Exchange or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board American Stock Exchange, by The New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak or escalation of major hostilities in which the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(n) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or facsimile, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or facsimile, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (South Carolina Electric & Gas Co), 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., Central time, on the Effective Date 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 the Underwriters in their discretion shall first release the Capital Securities for sale to the public; provided, that if the Registration Statement is declared effective at the time this Agreement is executed, this Agreement shall become effective at such time as the Underwriters in their discretion shall first release the Capital Securities for sale to the public. For the purpose of this Section, the Capital 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 the CommissionUnderwriters of telexes offering the Capital Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, the Underwriters, the 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(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You The Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, if (i) if either Offeror shall have failed, refused or been unable, at or prior to the Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of your obligations hereunder is not fulfilled, (iii) trading in securities on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq Stock Market shall have been suspended, suspended or limited or minimum or maximum prices for trading shall have been fixedestablished on such Exchange or System, or maximum ranges for prices for securities (iv) a banking moratorium shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a Federal or New York State or federal authorityauthorities, or (v) if a moratorium on foreign exchange trading there has been declared which materially adversely impacts occurred any material adverse change in the financial markets in the United States securities marketor 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 (vi) if the Company international calamity or any other event or occurrence of a similar character shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Capital Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In If the event that Underwriters elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by the Underwriters by telephone or telegram, confirmed by letter. If the Trust or the Company elects to pay prevent this Agreement from becoming effective, the out of pocket expenses related to the transactions contemplated herein Underwriters shall be governed notified by Section 3(s) hereofthe Trust or the Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Community First Bankshares Inc), Purchase Agreement (Community First Bankshares Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the date hereof. (the "Effective Date at the time the Registration Statement is declared effective by the CommissionDate").
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission SEC or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoeverwhatsoever not reasonably attributable to the Underwriters, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(d) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on when the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto have executed and delivered this Agreement.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Global Market, the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, (iv) trading in the Company’s securities on the Nasdaq National Market shall have been suspended or materially limited, (v) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board 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 government authority having jurisdictionGovernmental Authority, (vi) a banking moratorium shall have been declared by federal or state authorities, (vii) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities, or (iiiviii) if the United States there shall have become involved occurred any outbreak or escalation of hostilities or any change in a new war financial markets or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Asthmatx Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on at immediately after the time at which the Registration Statement shall become effective under the Securities Act upon the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Representative on behalf of the Underwriters, at its option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if any domestic or international event or act or occurrence has materially disruptedthe Company shall have failed, refused, or in your opinion will in the immediate future materially disruptbeen unable, general securities markets in the United States; at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled or waived by the Representative, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the-counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, on the New York Stock Exchange, the American Stock Exchange, or maximum ranges for prices for securities shall have been required on in the NASD OTC Bulletin Board over-the-counter market, by such Exchange or by Nasdaq or by order of the Commission SEC or any other government governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal, New York, or Minnesota authorities, (iiivi) if there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not be such loss shall have been insured, willas, in your opinionthe judgment of the Representative, make makes it inadvisable to proceed with the delivery of the UnitsShares, or (vii) if the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the judgment of the Company's representationsRepresentative, warranties materially and adversely affects or covenants hereunder are breached, will materially and if not otherwise qualified by materiality, there is a material adverse effect adversely affect the business or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects operations of the Company, or such adverse (viii) there shall be a material change in general market conditions, including without limitation as a result outbreak of terrorist activities after the date hereof, as hostilities or material escalation and deterioration in the Representatives' judgment would make it impracticable to proceed with political and military situation between the offeringUnited States and any foreign power, sale and/or delivery or a formal declaration of the Units or to enforce contracts made war by the Underwriters for United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the sale of Company shall remain obligated to pay costs and expenses to the Securitiesextent provided in Section 4 hereof.
(c) In If the event that Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 12 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriters promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by addresses specified in Section 3(s) 12 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the UnitsShares, or (vii) if any of the Company's ’s representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(p) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall immediately become effective on upon execution by all of the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto.
(b) You The Purchaser shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Purchaser's obligations hereunder is not fulfilled, (iii) trading of the Company's Common Stock or trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinnesota authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the SecuritiesFirm Shares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
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 Effective Date 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 declared 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 Commissionpublication 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 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(viii) and Section 6 hereof shall at all times be effective.
(b) 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 any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinnesota authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(viii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon the Effective Date at the time the Registration Statement is declared effective execution and delivery hereof by the Commissionparties hereto.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' Representative's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the SecuritiesUnits.
(c) In the event that this Agreement shall not be carried out for any reason whatsoeverwhatsoever not reasonably attributable to the Underwriters, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(d) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 Commission.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
(b) You 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 any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketTexas authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(ix), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company and the Selling Stockholder shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, you and the out of pocket expenses related to the transactions contemplated herein Selling Stockholder shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time later of (i) execution of this Agreement, or (ii) when notification of the effectiveness of the Registration Statement is declared effective has been released by the Commission.
(b) You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, Date (i) if the Company shall have failed, refused or been unable, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled including, without limitation, any change in the financial condition, earnings, operations, business, management, technical staff, or business prospects of the Company from that set forth in the Registration Statement or Prospectus which, in your opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; is material and adverse, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq Stock Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the Nasdaq Stock Market, by the New York Stock Exchange, the Nasdaq Stock Market or by order of the Commission or any other government governmental authority having jurisdiction, or if a banking moratorium shall have been declared by Federal, New York, Oklahoma or Texas authorities, or (iii) if on or prior to the United States shall have become involved in a new war or an increase in major hostilitiesClosing Date, or (iv) if a banking moratorium has been declared by a New York State on or federal authorityprior to any later date on which Option Shares are to be purchased, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts as the United States securities marketcase may be, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, of such character as to interfere materially and adversely with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of financial markets in the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, United States as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or (v) if on or prior to enforce contracts made by the Underwriters for Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the sale case may be, there shall have been an outbreak or escalation of hostilities or other international or domestic calamity, crises or material adverse change in political, financial or economic conditions, the effect of which on the financial markets of the Securities.
(c) United States is such as to make it in your reasonable judgment, inadvisable to proceed with the marketing of the Shares. In the event that of termination pursuant to this Section 11(b), the Company shall remain obligated to pay costs and expenses pursuant to Section 4(k), 5 and 8 hereof. If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone or telecopy, within in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone or telecopy, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon execution and delivery by each of the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on NASDAQ, the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, on NASDAQ, the New York Stock Exchange or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board American Stock Exchange, by any such exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations Company and an Attorney-in-Fact, on behalf of the Company to pay the out of pocket expenses related to the transactions contemplated herein Selling Stockholders, shall be governed notified promptly by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreementyou by telephone, any election hereunder or any termination of this Agreement, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, you and an Attorney-in-Fact, on behalf of the provisions of Section 5 Selling Stockholders, shall not be in any way effected bynotified by the Company by telephone, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 the Underwriters in their discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is declared effective at the time this Agreement is executed, this Agreement shall become effective at such time as the Underwriters in 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 the CommissionUnderwriters of the publication of a newspaper advertisement relating thereto or upon release by 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, the 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(a)(viii) or Section 6 hereof shall at all times be effective.
(b) You 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 any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq National Market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, by such Exchange or market or by order of the Commission or the NASD or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketTexas authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionthe Underwriters' judgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii) or Section 6 hereof shall at all times be effective.
(c) In If the event that Underwriters elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations Company and an Attorney-in-Fact, on behalf of the Company to pay the out of pocket expenses related to the transactions contemplated herein Selling Stockholders, shall be governed notified promptly by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreementthe Underwriters by telephone or telegram, any election hereunder or any termination of this Agreement, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, the provisions Underwriters and an Attorney-in-Fact, on behalf of Section 5 the Selling Stockholders, shall not be in any way effected bynotified by the Company by telephone or telegram, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 Commissionpublication 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 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Securities.. Any such
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company and Warburg Pincus shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you and Warburg Pincus shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (American Medical Systems Holdings Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 the Underwriters in their discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is declared effective at the time this Agreement is executed, this Agreement shall become effective at such time as the Underwriters in 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 the CommissionRepresentatives of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. By giving notice as hereinafter specified before the time this Agreement becomes effective, the 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(a)(viii), Section 4(b)(i) and Section 6 hereof shall at all times be effective.
(b) You The 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Global Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board NASDAQ Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionthe Representatives’ reasonable judgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii), Section 4(b)(i) and Section 6 hereof shall at all times be effective.
(c) In If the event that Representatives elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company and the Selling Stockholder shall be notified promptly by the Representatives by telephone, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, the out of pocket expenses related to Representatives and the transactions contemplated herein Selling Stockholder shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
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., Pacific time, on the Effective Date 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 Shares for sale to the public; provided, that if the Registration Statement is declared 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 Shares for sale to the public. For the purpose of this Section, the Shares shall be deemed to have been released for sale to the public upon release by you of an electronic communication authorizing commencement of the offering the Shares for sale by the CommissionUnderwriters or other securities dealers. 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 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the SecuritiesShares. 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Marchex Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at [_____] a.m., Eastern time, on the Effective Date 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 declared 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 offering the Securities for sale by the CommissionUnderwriters or other securities dealers. 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(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Stock Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Metabolix, Inc.)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon execution and delivery by each of the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto.
(b) You You, as 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the The Nasdaq Global Select Market, New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) NYSE Amex Equities Exchange shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq Global Select Market, New York Stock Exchange or the NYSE Amex Equities Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein . Any such termination shall be governed by Section 3(s) hereof.
(d) Notwithstanding without liability of any contrary provision contained in this Agreement, party to any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, other party except that the provisions of Section 5 4(g) and Section 6 hereof shall not at all times be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereofeffective.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on September 1, 2000 (the "Effective Date at the time the Registration Statement is declared effective by the CommissionDate").
(b) You 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 termination of the offering if(i) the Corporation shall have failed, refused or been unable, at or prior to the termination of the offering , to performed any Closing Date, (i) if material agreement to be performed by it hereunder or any domestic representation warranty or international event or act or occurrence has materially disrupted, or covenant of the Corporation shall be inaccurate in your opinion will in the immediate future materially disrupt, general securities markets in the United Statesany material respect; or (ii) if trading on any other material condition of the New York Stock Exchange, Sales Agent's obligations hereunder required to be fulfilled by the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board Corporation are not fulfilled; (or successor trading marketiii) a banking moratorium shall have been suspended, declared by federal or minimum or maximum prices for trading Kentucky authorities; (iv) there shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions financial condition, business or prospects results of operations of the CompanyCorporation or; (v) any other material event or occurrence of a similar character shall have occurred since the execution of this Agreement which, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' Sales Agent's reasonable judgment would make makes it impracticable impractical or inadvisable to proceed with this Agreement and/or the offering, sale and/or delivery completion of the Units or to enforce contracts made by the Underwriters sale and payment for the sale Shares. Any such termination shall not terminate the Corporation's obligations pursuant to the provisions of the SecuritiesSections 3, 6 and 8 hereof.
(c) In The Corporation shall have the event that right to terminate this Agreement by giving notice as hereinafter 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 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 inaccurate in any material respect; (ii) any other material condition of the Corporation's obligations hereunder required to be fulfilled by the Sales Agent are not fulfilled; (iii) a banking moratorium shall have been declared by federal or Kentucky authorities; (iv) there shall have been a material adverse change in the financial condition, business or results of operations of the Sales Agent or; (v) any other material event or occurrence of a similar character shall have occurred since the execution of this Agreement which, 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 not be carried out for any reason whatsoever, within terminate the time specified herein or any extensions thereof Sales Agent's obligations pursuant to the terms hereinprovisions of Sections 3, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) 5 and 8 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part 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 on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You The Representatives shall have the right to terminate this Agreement at any time prior to any Closing DateDate by notice to the Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Representatives will in the immediate future materially disrupt, general securities markets in the United States; , as to make it, in the judgment of the Representatives, inadvisable or impracticable to proceed with the offer, sale or delivery of the Shares or enforce contracts for the sale of the Shares or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) NASDAQ National Market System shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASDAQ National Market System or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, as to make it, in the judgment of the Representatives, inadvisable or impracticable to proceed with the offer, sale or delivery of the Shares or enforce contracts for the sale of the Shares, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your the Representatives’ reasonable opinion, make it impracticable or inadvisable to proceed with the delivery of the UnitsShares, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, condition specified in Section 4 shall not have been fulfilled in all material respects when and if not otherwise qualified by materiality, there is a material adverse effect as required to be fulfilled or (viii) if the Representatives shall have become aware after the date hereof of a Material Adverse Effect, or there is after the date hereof such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereofto make it, as in the judgment of the Representatives' judgment would make it , inadvisable or impracticable to proceed with the offeringoffer, sale and/or or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the SecuritiesShares.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) hereof3(f).
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 the earlier of (i) publication of a newspaper advertisement relating thereto and (ii) release by you of an electronic communication authorizing commencement of the offering the Securities for sale by the CommissionUnderwriters or other securities dealers. 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 and shall survive the termination of this Agreement, including a termination pursuant to this Section 9.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a federal, New York State York, Minnesota or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketCalifornia authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Kyphon Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the The New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board The NASDAQ Stock Market (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board The Nasdaq Stock Market or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or Shares; (vii) if any of the Company's ’s representations, warranties or covenants hereunder are is breached, and if not otherwise qualified by materiality, there is a material adverse effect effect; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(p) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 Commission.publication of a newspaper advertisement relating thereto or upon release by you of telexes offering
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketTexas authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(ix), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company and the Selling Stockholder shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, you and the out of pocket expenses related to the transactions contemplated herein Selling Stockholder shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Promedco Management Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the The New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board The NASDAQ Stock Market (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board The NASDAQ Stock Market or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or Shares; (vii) if any of the Company's representations, warranties or covenants hereunder are is breached, and if not otherwise qualified by materiality, there is a material adverse effect effect; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(p) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You You, as 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by the New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak of major hostilities in which the Company United States is involved, a declaration of war by Congress, any other substantial national or international 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on at immediately after the time at which the Registration Statement shall become effective under the Securities Act upon the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Underwriter on behalf of the Underwriter, at its option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if any domestic or international event or act or occurrence has materially disruptedthe Company shall have failed, refused, or in your opinion will in the immediate future materially disruptbeen unable, general securities markets in the United States; at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled or waived by the Underwriter, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the- counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, on the New York Stock Exchange, the American Stock Exchange, or maximum ranges for prices for securities shall have been required on in the NASD OTC Bulletin Board over-the-counter market, by such Exchange or by Nasdaq or by order of the Commission SEC or any other government governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal, New York, or Minnesota authorities, (iiivi) if there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not be such loss shall have been insured, willas, in your opinionthe judgment of the Underwriter, make makes it inadvisable to proceed with the delivery of the Units, or (vii) if the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the judgment of the Company's representationsUnderwriter, warranties materially and adversely affects or covenants hereunder are breached, will materially and if not otherwise qualified by materiality, there is a material adverse effect adversely affect the business or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects operations of the Company, or such adverse (viii) there shall be a material change in general market conditions, including without limitation as a result outbreak of terrorist activities after the date hereof, as hostilities or material escalation and deterioration in the Representatives' judgment would make it impracticable to proceed with political and military situation between the offeringUnited States and any foreign power, sale and/or delivery or a formal declaration of the Units or to enforce contracts made war by the Underwriters for United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the sale of Company shall remain obligated to pay costs and expenses to the Securitiesextent provided in Section 4 hereof.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company and the Company's Counsel promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter and the Underwriter's Counsel promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by addresses specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Wilsons the Leather Experts Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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, HOWEVER, that if the Registration Statement is declared 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 Commissionpublication 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, 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 The several Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketTexas authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the SecuritiesFirm Shares. 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 8:00 a.m., Minneapolis time, on the Effective Date day on which the Underwriters release the initial public offering of the 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), 6, 7 and 8 shall at all times be effective. For purposes of this Agreement, the release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been made when the Underwriters release, by telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication a newspaper advertisement relating to the Firm Shares, whichever occurs first. This Agreement, shall nevertheless, become effective at such time earlier than the time specified above as the Registration Statement is declared effective Representative may determine, by notice to the CommissionCompany.
(b) You shall have Until the right to terminate this Agreement at any time prior to any First Closing Date, this Agreement may be terminated by the Representative, at its option, by giving notice to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage 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 malicious act whichthe 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 insured; (ii) trading in securities generally on the New York Stock Exchange, willAmerican 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 exchanges or markets; (iii) a general banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there 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 shall be such that, in your opinionthe judgment of the Representative, make makes it inadvisable to proceed with the delivery of the UnitsShares; (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 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 Company's representationsconditions, agreements, representations or warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the CompanyCompany shall not have been fulfilled within the respective times provided for in this Agreement. Any such termination shall be without liability of any party to any other party, or such adverse material change except as provided in general market conditionsSections 6 and 7 hereof; provided, including without limitation as a result of terrorist activities after however, that the date Company shall remain obligated to pay costs and expenses to the extent provided in Section 3(g) hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In If the event that Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 8, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Representative promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Rubber Products Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the Effective Date 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 declared 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 Commissionpublication 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 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of your obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State York, Minnesota or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketColorado authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations Company and the Selling Stockholders or an Attorney-in-Fact on behalf of the Company to pay the out of pocket expenses related to the transactions contemplated herein Selling Stockholders, shall be governed notified promptly by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreementyou by telephone or telegram, any election hereunder or any termination of this Agreement, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, you and the provisions Selling Stockholders, or an Attorney-in-Fact on behalf of Section 5 the Selling Stockholders, shall not be in any way effected bynotified by the Company by telephone or telegram, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed 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 on as of the Effective Date at the time time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is declared effective subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by you for offering by the CommissionUnderwriters or dealers by letter or telegram, whichever shall first occur. You or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 11, by giving the notice indicated in Section 11(c) before the time this Agreement becomes effective.
(b) You shall have the right to terminate this Agreement at any time prior to any the Closing DateTime if, after the date hereof: (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general the securities markets in the United Statesmarkets; or (ii) if a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, NYSE or the American Stock Exchange, Exchange or in the Boston Stock Exchange over-the-counter market; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or on the NASD OTC Bulletin Board United States is such as to make it, in the judgment of the Underwriters, impracticable to market the Securities; (or successor trading marketv) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required any restriction materially adversely affecting the distribution of the Securities which was not in effect on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States date hereof shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, effective; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss there shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects market for the securities of the Company, Company or such adverse material change securities in general market conditionsor in political, including without limitation as a result of terrorist activities after the date hereof, financial or economic conditions as in the Representatives' your judgment would make makes it impracticable inadvisable to proceed with the offering, sale and/or and delivery of the Units or to enforce contracts made Securities on the terms contemplated by the Underwriters for the sale of the SecuritiesFinal Prospectus.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof Any notice of termination pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein this Section 11 shall be governed by Section 3(s) hereoftelephone, telex, or telegraph, confirmed in writing by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Bear Stearns Companies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 offering the Securities for sale by the CommissionUnderwriters or other securities dealers. 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(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq Global Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government authority Governmental Authority having jurisdictionjurisdiction over the Company, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations Company and an Attorney in Fact, on behalf of the Company to pay the out of pocket expenses related to the transactions contemplated herein Selling Stockholders, shall be governed notified promptly by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreementyou by telephone, any election hereunder or any termination of this Agreement, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, you and an Attorney in Fact, on behalf of the provisions of Section 5 Selling Stockholders, shall not be in any way effected bynotified by the Company by telephone, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed by letter.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 8:00 a.m., Minneapolis time, on the Effective Date at day on which the time Underwriters release the Registration Statement initial public offering of the 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 declared effective effective, it may be terminated by the CommissionCompany 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 purposes of this Agreement, the release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been made when the Underwriters release, by telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication a newspaper advertisement relating to the Firm Shares, whichever occurs first.
(b) You shall have Until the right to terminate this Agreement at any time prior to any First Closing Date, this Agreement may be terminated by the Representative, at its option, by giving notice to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage 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 malicious act whichthe 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 insured; (ii) trading in securities generally on the New York Stock Exchange, willAmerican 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 exchanges or markets; (iii) a general banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there 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 shall be such that, in your opinionthe judgment of the Representative, make makes it inadvisable to proceed with the delivery of the UnitsShares; (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 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 Company's representationsconditions, agreements, representations or warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the CompanyCompany shall not have been fulfilled within the respective times provided for in this Agreement. Any such termination shall be without liability of any party to any other party, or such adverse material change except as provided in general market conditionsSections 6 and 7 hereof; provided, including without limitation as a result of terrorist activities after however, that the date Company shall remain obligated to pay costs and expenses to the extent provided in Section 3(g) hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In If the event that Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 8, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Representative promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the The New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board The Nasdaq Stock Market (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board The Nasdaq Stock Market or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or Shares; (vii) if any of the Company's ’s representations, warranties or covenants hereunder are is breached, and if not otherwise qualified by materiality, there is a material adverse effect effect; or (viii) if the Representatives Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representatives' Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(p) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 offering the Securities for sale by the CommissionUnderwriters or other securities dealers. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company, or, by joint action only, the Selling Stockholders, may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(c) and Section 6 hereof shall at all times be effective.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities between the United States and any foreign power or terrorist organization or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(c) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company and the Selling Stockholders shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, you and the out of pocket expenses related to the transactions contemplated herein Selling Stockholders shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Affirmative Insurance Holdings Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, on The New York Stock Exchange or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board American Stock Exchange, by The New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak or escalation of major hostilities in which the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(k) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., San Francisco Time, on the Effective Date at first full business day following the effective date of the Registration Statement, or (ii) the time of the initial public offering of any of the Shares by the Underwriters after the Registration Statement is declared effective becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the CommissionUnderwriters to dealers by letter or telegram or telecopy, whichever shall first occur. By giving notice as set forth in Section 12 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 Company and the Selling Stockholders shall remain obligated to pay costs and expenses to the extent provided in Sections 4(j), 5 and 8 hereof.
(b) You 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 Closing Date or on or prior to any Closing Datelater date on which the Option Shares are to be purchased, as the case may be, (i) if the Company or any domestic Selling Stockholder shall have failed, refused or international event been unable, at or act or occurrence has materially disruptedprior to the Closing Date, or in your opinion will in on or prior to any later 34. 35 date on which the immediate future materially disruptOption Shares are to be purchased, general securities markets in as the United States; case may be, to perform any agreement on its part to be performed, 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 (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange, by the New York Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or if a banking moratorium shall have been declared by federal or New York or California authorities, or (iii) if on or prior to the United States shall have become involved in a new war or an increase in major hostilitiesClosing Date, or (iv) if a banking moratorium has been declared by a New York State on or federal authorityprior to any later date on which Option Shares are to be purchased, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts as the United States securities marketcase may be, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, 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, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of financial markets in the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, United States as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units 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 any foreign power or of any other insurrection or armed conflict involving the United 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 event of termination solely pursuant to Section 11(b)(i) hereof, the Company shall remain obligated to pay costs and expenses pursuant to Section 4(j) hereof. If you elect to prevent this Agreement from becoming effective or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that terminate this Agreement as provided in this Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone, within telecopy or telegram, in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone, telecopy or telegram, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on as of the Effective Date at the time time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is declared effective subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by you for offering by the CommissionUnderwriters or dealers by letter or telegram, whichever shall first occur. You or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 10, by giving the notice indicated in Section 10(c) before the time this Agreement becomes effective.
(b) You shall have the right to terminate this Agreement at any time prior to any the Closing DateTime if, after the date hereof: (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general the securities markets in the United Statesmarkets; or (ii) if a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, NYSE or the American Stock Exchange, Exchange or in the Boston Stock Exchange over-the-counter market; (iii) a banking moratorium shall have been declared either by Federal or New York State authorities; (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States or on the NASD OTC Bulletin Board United States is such as to make it, in the judgment of the Underwriters, impracticable to market the Securities; (or successor trading marketv) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required any restriction materially adversely affecting the distribution of the Securities which was not in effect on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States date hereof shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, effective; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss there shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects market for the securities of the Company, Company or such adverse material change securities in general market conditionsor in political, including without limitation as a result of terrorist activities after the date hereof, financial or economic conditions as in the Representatives' your judgment would make makes it impracticable inadvisable to proceed with the offering, sale and/or and delivery of the Units or to enforce contracts made Securities on the terms contemplated by the Underwriters for the sale of the SecuritiesFinal Prospectus.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof Any notice of termination pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein this Section 10 shall be governed by Section 3(s) hereoftelephone, telex, or telegraph, confirmed in writing by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Bear Stearns Companies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the date hereof. (the “Effective Date at the time the Registration Statement is declared effective by the CommissionDate”).
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission SEC or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's ’s representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoeverwhatsoever not reasonably attributable to the Underwriters, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(k) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time later of (i) execution of this Agreement, or (ii) when notification of the effectiveness of the Registration Statement is declared effective has been released by the Commission.
(b) You Capital West shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, Date (i) if the Company shall have failed, refused or been unable, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or in your opinion will because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled including, without limitation, any change in the immediate future materially disruptfinancial condition, general securities markets earnings, operations, business, management, technical staff, or business prospects of the Company from that set forth in the United States; Registration Statement or Prospectus which, in the sole judgment of Capital West, is material and adverse, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq National Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board American Stock Exchange or the Nasdaq National Market, by the American Stock Exchange, the Nasdaq National Market or by order of the Commission or any other government governmental authority having jurisdiction, or if a banking moratorium shall have been declared by Federal, New York or Oklahoma authorities, or (iii) if on or prior to the United States shall have become involved in a new war or an increase in major hostilitiesClosing Date, or (iv) if a banking moratorium has been declared by a New York State on or federal authorityprior to any later date on which Option Shares are to be purchased, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts as the United States securities marketcase may be, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, of such character as to interfere materially and adversely with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of financial markets in the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, United States as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or (v) if on or prior to enforce contracts made by the Underwriters for Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the sale case may be, there shall have been an outbreak or escalation of hostilities or other international or domestic calamity, crises or material adverse change in political, financial or economic conditions, the effect of which on the financial markets of the Securities.
(c) United States is such as to make it in your reasonable judgment, inadvisable to proceed with the marketing of the Shares. In the event that of termination pursuant to this Section 11(b), the Company shall remain obligated to pay costs and expenses pursuant to Section 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 Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone or telecopy, within in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone or telecopy, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Training Devices International Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on immediately after the time at which the Registration Statement shall become effective under the Securities Act upon the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if any domestic or international event or act or occurrence has materially disruptedthe Company shall have failed, refused, or in your opinion will in the immediate future materially disruptbeen unable, general securities markets in the United States; at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled or waived by the Underwriter, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the-counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, on the New York Stock Exchange, the American Stock Exchange, or maximum ranges for prices for securities shall have been required on in the NASD OTC Bulletin Board over-the-counter market, by such Exchange or by Nasdaq or by order of the Commission or any other government governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal, New York, or Minnesota authorities, (iiivi) if there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not be such loss shall have been insured, willas, in your opinionthe reasonable judgment of the Underwriter, make makes it inadvisable to proceed with the delivery of the UnitsShares, or (vii) if the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the reasonable judgment of the Company's representationsUnderwriter, warranties materially and adversely affects or covenants hereunder are breached, will materially and if not otherwise qualified by materiality, there is a material adverse effect adversely affect the business or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects operations of the Company, or such adverse (viii) there shall be a material change in general market conditions, including without limitation as a result outbreak of terrorist activities after the date hereof, as hostilities or material escalation and deterioration in the Representatives' judgment would make it impracticable to proceed with political and military situation between the offeringUnited States and any foreign power, sale and/or delivery or a formal declaration of the Units or to enforce contracts made war by the Underwriters for United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the sale of Company shall remain obligated to pay costs and expenses to the Securitiesextent provided in Sections 4(a) and 4(c) hereof.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company and the Company's counsel promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by addresses specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Founders Food & Firkins LTD /Mn)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 declared 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 offering the Securities for sale by the CommissionUnderwriters or other securities dealers. 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 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board 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 government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 8:00 a.m., Minneapolis time, on the Effective Date day on which the Underwriter releases the initial public offering of the 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 purposes of this Agreement, the release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been made when the Underwriter releases, by telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication a newspaper advertisement relating to the Firm Shares, whichever occurs first. This Agreement, shall nevertheless, become effective at such time earlier than the time specified above as the Registration Statement is declared effective Underwriter may determine, by notice to the CommissionCompany.
(b) You shall have Until the right to terminate this Agreement at any time prior to any First Closing Date, this Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage 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 malicious act whichthe 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 insured; (ii) trading in securities generally on the New York Stock Exchange, willAmerican 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 exchanges or markets; (iii) a general banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there 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 shall be such that, in your opinionthe judgment of the Underwriter, make makes it inadvisable to proceed with the delivery of the UnitsShares; (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 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 Company's representationsconditions, agreements, representations or warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the CompanyCompany shall not have been fulfilled within the respective times provided for in this Agreement. Any such termination shall be without liability of any party to any other party, or such adverse material change except as provided in general market conditionsSections 6 and 7 hereof; provided, including without limitation as a result of terrorist activities after however, that the date Company shall remain obligated to pay costs and expenses to the extent provided in Section 3(g) hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 8, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Industrial Rubber Products Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You The Representatives shall have the right to terminate this Agreement at any time prior to any Closing DateDate by notice to the Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your the opinion of the Representatives will in the immediate future materially disrupt, general securities markets in the United States; States as to make it, in the reasonable judgment of the Representatives, inadvisable or impracticable to proceed with the offer, sale or delivery of the Securities or enforce contracts for the sale of the Securities, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, the Boston Stock Exchange or on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, as to make it, in the reasonable judgment of the Representatives, inadvisable or impracticable to proceed with the offer, sale or delivery of the Securities or enforce contracts for the sale of the Securities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your the Representatives’ reasonable opinion, make it impracticable or inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representationscondition specified in Section 4 hereof shall not have been fulfilled when and as required to be fulfilled, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of a Material Adverse Effect, or there is after the date hereof such a material adverse change in general market conditions as to make it, in the conditions or prospects reasonable judgment of the CompanyRepresentatives, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offeringoffer, sale and/or or delivery of the Units Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) 3 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Trans-India Acquisition Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the Effective Date 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 declared 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 Commissionpublication 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 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 any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, Georgia or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinneapolis authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by-telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on when the Effective Date at Underwriters releases the time initial public offering of the Registration Statement Firm Shares for sale to the public. The Underwriters shall notify the Company immediately after any action has been taken which causes this Agreement to become effective. Until this Agreement is declared effective effective, it may be terminated by the CommissionCompany or the Underwriters by giving notice as hereinafter provided, except that the provisions of Section 3(g) and Sections 6, 7 and 9 shall at all times be effective. For purposes of this Agreement, the release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been made when the Underwriters releases, by facsimile or otherwise, firm offers of the Firm Shares to securities dealers or release for publication a newspaper advertisement relating to the Firm Shares, whichever occurs first.
(b) You shall have Until the right to terminate this Agreement at any time prior to any First Closing Date, this Agreement may be terminated by the Underwriters, at its option, by giving notice to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage 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 malicious act whichthe 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 Underwriters, shall render it inadvisable to proceed with the delivery of the Shares, whether or not such loss shall have been insured; (ii) trading in securities generally on the New York Stock Exchange, willAmerican Stock Exchange, Nasdaq National Market, Nasdaq SmallCap 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 exchanges or markets; (iii) a general banking moratorium shall have been declared by federal, New York or Minnesota authorities; (iv) there 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 shall be such that, in your opinionthe judgment of the Underwriters, make makes it inadvisable to proceed with the delivery of the UnitsShares; (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 Underwriters, materially and 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; (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 Company's representationsconditions, agreements, representations or warranties or covenants hereunder are breached, and if of the Company shall not otherwise qualified by materiality, there is a material adverse effect have been fulfilled within the respective times provided for in this Agreement; or (viii) if the Representatives Company is no longer registered under the 1934 Act. Any such termination shall have become aware after be without liability of any party to any other party, except as provided in Sections 6 and 7 hereof; provided, however, that the date hereof of such a material adverse change Company shall remain obligated to pay costs and expenses to the extent provided in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date Section 3(g) hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In If the event that Underwriters elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 8, it shall not be carried out for any reason whatsoevernotify the Company promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriters promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by address specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Wellington Properties Trust)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on when the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto have executed and delivered this Agreement.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on NASDAQ, the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, on NASDAQ, the New York Stock Exchange or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board American Stock Exchange, by such Exchange or by order of the Commission or any other government authority having jurisdictionGovernmental Authority, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Xtent Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You You, as 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, on The New York Stock Exchange or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board American Stock Exchange, by The New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak or escalation of major hostilities in which the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(n) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (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 Effective Date first business day following the date hereof, or at such earlier time after the time effective date of the Registration Statement is declared effective as the Underwriters in 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 the CommissionUnderwriters of the publication of a newspaper advertisement relating thereto or upon release by 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, the 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 The Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State York, Texas or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinnesota authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionthe Underwriters' judgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In If the event that Underwriters elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by the Underwriters by telephone or telegram, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, the out of pocket expenses related to the transactions contemplated herein Underwriters shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on September ____ , 2000 (the "Effective Date at the time the Registration Statement is declared effective by the CommissionDate").
(b) You The Sales Agent shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any Closing Date, the termination of the offering if: (i) if the Corporation shall have failed, refused or been unable, at or prior to the termination of the offering , to perform any domestic material agreement to be performed by it hereunder or international event any representation warranty or act or occurrence has materially disrupted, or covenant of the Corporation shall be inaccurate in your opinion will in the immediate future materially disrupt, general securities markets in the United Statesany material respect; or (ii) if trading on any other material condition of the New York Stock Exchange, Sales Agent's obligations hereunder required to be fulfilled by the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board Corporation are not fulfilled; (or successor trading marketiii) a banking moratorium shall have been suspended, declared by federal or minimum or maximum prices for trading Kentucky authorities; (iv) there shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions financial condition, business or prospects results of operations of the CompanyCorporation or; (v) any other material event or occurrence of a similar character shall have occurred since the execution of this Agreement which, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' Sales Agent's reasonable judgment would make makes it impracticable impractical or inadvisable to proceed with this Agreement and/or the offering, sale and/or delivery completion of the Units or to enforce contracts made by the Underwriters sale and payment for the sale Shares. Any such termination shall not terminate the Corporation's obligations pursuant to the provisions of the SecuritiesSections 3, 6 and 8 hereof.
(c) In The Corporation shall have the event that right to terminate this Agreement by giving notice as hereinafter 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 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 inaccurate in any material respect; (ii) any other material condition of the Corporation's obligations hereunder required to be fulfilled by the Sales Agent are not fulfilled; (iii) a banking moratorium shall have been declared by federal or Kentucky authorities; (iv) there shall have been a material adverse change in the financial condition, business or results of operations of the Sales Agent or; (v) any other material event or occurrence of a similar character shall have occurred since the execution of this Agreement which, 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 not be carried out for any reason whatsoever, within terminate the time specified herein or any extensions thereof Sales Agent's obligations pursuant to the terms hereinprovisions of Sections 3, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) 5 and 8 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part 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 on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You 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 any the Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, on The New York Stock Exchange or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board American Stock Exchange, by The New York Stock Exchange or the American Stock Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak or escalation of major hostilities in which the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(n) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone or telegram, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified promptly by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (South Carolina Electric & Gas Co)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on when both the Effective Date at Company and the time Representatives have executed the Registration Statement is declared effective by same and delivered counterparts of such signature to the Commissionother party.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Nasdaq Stock ExchangeMarket, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board NYSE Amex LLC (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board by FINRA or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or Securities; (vii) if the Company is in material breach of any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect hereunder; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' ’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(m) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Andatee China Marine Fuel Services Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the Effective Date first business day following the date hereof, or at such earlier time after the time effective date of the Registration Statement is declared effective as the Underwriters in 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 the CommissionUnderwriters of the publication of a newspaper advertisement relating thereto or upon release by 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, the 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 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 any the First Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State York, Texas or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinnesota authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In If the event that Underwriters elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by the Underwriters by telephone or telegram, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, the out of pocket expenses related to the transactions contemplated herein Underwriters shall be governed notified by Section 3(s) hereofthe Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Amresco Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on at immediately after the time at which the Registration Statement shall become effective under the Securities Act upon the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if any domestic or international event or act or occurrence has materially disruptedthe Company shall have failed, refused, or in your opinion will in the immediate future materially disruptbeen unable, general securities markets in the United States; at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled or waived by the Underwriter, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the-counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, on the New York Stock Exchange, the American Stock Exchange, or maximum ranges for prices for securities shall have been required on in the NASD OTC Bulletin Board over-the-counter market, by such Exchange or by Nasdaq or by order of the Commission or any other government governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal, New York, or Minnesota authorities, (iiivi) if there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not be such loss shall have been insured, willas, in your opinionthe judgment of the Underwriter, make makes it inadvisable to proceed with the delivery of the UnitsShares, or (vii) if the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the judgment of the Company's representationsUnderwriter, warranties materially and adversely affects or covenants hereunder are breached, will materially and if not otherwise qualified by materiality, there is a material adverse effect adversely affect the business or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects operations of the Company, or such adverse (viii) there shall be a material change in general market conditions, including without limitation as a result outbreak of terrorist activities after the date hereof, as hostilities or material escalation and deterioration in the Representatives' judgment would make it impracticable to proceed with political and military situation between the offeringUnited States and any foreign power, sale and/or delivery or a formal declaration of the Units or to enforce contracts made war by the Underwriters for United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the sale of Company shall remain obligated to pay costs and expenses to the Securitiesextent provided in Section 4 hereof.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company and the Company's counsel promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by addresses specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Founders Food & Firkins LTD /Mn)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time later of (i) execution of this Agreement, or (ii) when notification of the effectiveness of the Registration Statement is declared effective has been released by the Commission.
(b) You Capital West shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, Date (i) if the Company shall have failed, refused or been unable, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or in your opinion will because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled including, without limitation, any change in the immediate future materially disruptfinancial condition, general securities markets earnings, operations, business, management, technical staff, or business prospects of the Company from that set forth in the United States; Registration Statement or Prospectus which, in the sole judgment of Capital West, is material and adverse, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq National Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq National Market by the Nasdaq National Market or by order of the Commission or any other government governmental authority having jurisdiction, or if a banking moratorium shall have been declared by Federal, New York or Oklahoma authorities, or (iii) if on or prior to the United States shall have become involved in a new war or an increase in major hostilitiesClosing Date, or (iv) if a banking moratorium has been declared by a New York State on or federal authorityprior to any later date on which Option Shares are to be purchased, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts as the United States securities marketcase may be, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, of such character as to interfere materially and adversely with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of financial markets in the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, United States as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or (v) if on or prior to enforce contracts made by the Underwriters for Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the sale case may be, there shall have been an outbreak or escalation of hostilities or other international or domestic calamity, crises or material adverse change in political, financial or economic conditions, the effect of which on the financial markets of the Securities.
(c) United States is such as to make it in your reasonable judgment, inadvisable to proceed with the marketing of the Shares. In the event that of termination pursuant to this Section 11(b), the Company shall remain obligated to pay costs and expenses pursuant to Section 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 Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone or telecopy, within in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone or telecopy, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on at immediately after the time at which the Registration Statement shall become effective under the Securities Act upon the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Underwriter, at its option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if any domestic or international event or act or occurrence has materially disruptedthe Company shall have failed, refused, or in your opinion will in the immediate future materially disruptbeen unable, general securities markets in the United States; at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled or waived by the Underwriter, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the-counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, on the New York Stock Exchange, the American Stock Exchange, or maximum ranges for prices for securities shall have been required on in the NASD OTC Bulletin Board over-the-counter market, by such Exchange or by Nasdaq or by order of the Commission SEC or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a federal, New York State or federal authorityYork, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinnesota authorities, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss there shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Companyserious, or such adverse unusual and material change in general market economic, monetary, political or financial conditions, including without limitation as a result or the effect of terrorist activities after international conditions on the date hereof, as financial markets in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.the
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company and the Company's counsel promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms hereinaddress specified in Section 11 hereof. If the Company shall elect to prevent this Agreement from becoming effective, it shall notify the obligations Underwriter promptly by telegram or telephone, confirmed by letter sent to the addresses specified in Section 11 hereof. 10. SURVIVAL OF INDEMNITIES, CONTRIBUTION AGREEMENTS, WARRANTIES AND REPRESENTATIONS. The respective indemnity and contribution agreements of the Company to pay and the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s) hereof.
(d) Notwithstanding any contrary provision Underwriter contained in this AgreementSections 7 and 8, the representations and warranties of the Company set forth in Section 1 hereof, and the covenants and agreements of the Company set forth in Section 3 hereof, shall remain operative and in full force and effect, regardless of any investigation made by, or on behalf of, the Underwriter, the Company, any election hereunder of its officers and directors, or any controlling person referred to in Sections 7 and 8, and shall survive the delivery of and payment for the Units. The aforesaid indemnity and contribution agreements shall also survive any termination or cancellation of this Agreement. Any successor of any party or of any such controlling person, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereoflegal representative of such controlling person, as the case may be, shall be entitled to the benefit of the respective indemnity and contribution agreements.
Appears in 1 contract
Samples: Underwriting Agreement (Choicetel Communications Inc /Mn/)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the The New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board The NASDAQ Stock Market (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board The Nasdaq Stock Market or by order of the Commission or any other government authority having jurisdiction, or ; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or Shares; (vii) if any of the Company's representations, warranties or covenants hereunder are is breached, and if not otherwise qualified by materiality, there is a material adverse effect effect; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(p) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the Effective Date 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 the Underwriters in their discretion shall first release the Capital Securities for sale to the public; provided, that if the Registration Statement is declared effective at the time this Agreement is executed, this Agreement shall become effective at such time as the Underwriters in their discretion shall first release the Capital Securities for sale to the public. For the purpose of this Section, the Capital 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 the CommissionUnderwriters of telexes offering the Capital Securities for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, the Underwriters, the 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(a)(viii) and Section 6 hereof shall at all times be effective.
(b) You The Underwriters shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, if (i) if either Offeror shall have failed, refused or been unable, at or prior to the Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of your obligations hereunder is not fulfilled, (iii) trading in securities on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq National Market System shall have been suspended, suspended or limited or minimum or maximum prices for trading shall have been fixedestablished on such Exchange or System, or maximum ranges for prices for securities (iv) a banking moratorium shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State federal or federal authoritystate banking authorities, or (v) if a moratorium on foreign exchange trading there has been declared which materially adversely impacts occurred any material adverse change in the financial markets in the United States securities marketor 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 (vi) if the Company international calamity or any other event or occurrence of a similar character shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the Capital Securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In If the event that Underwriters elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Offerors shall be notified promptly by the Underwriters by telephone or telegram, confirmed by letter. If the Trust or the Company elects to pay prevent this Agreement from becoming effective, the out of pocket expenses related to the transactions contemplated herein Underwriters shall be governed notified by Section 3(s) hereofthe Trust or the Company by telephone or telegram, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon your accepting it in the Effective Date at the time the Registration Statement is declared effective by the Commissionmanner indicated below.
(b) You You, on behalf of yourselves and 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 any the Closing Date or, if applicable, the Option Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date or, if applicable, the Option Closing Date, (i) if to perform any domestic or international event or act or occurrence has materially disruptedmaterial agreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if 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, NYSE or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) AMEX shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board NYSE or the AMEX, by the NYSE or the AMEX or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal or New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketauthorities, or (vi) if an outbreak or escalation of major hostilities in which the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act occurred since the execution of this Agreement which, whether or not such loss shall have been insured, will, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of and payment for the SecuritiesShares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(m), Section 6 and Section 10(c) hereof shall at all times be effective.
(c) In the event that If this Agreement shall not be carried out terminated by the Company pursuant to any of the provisions hereof or if for any reason whatsoeverthe Company shall be unable to perform its obligations hereunder, within the time specified herein or any extensions thereof pursuant Company will reimburse the several Underwriters and the Forward Sellers for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed Underwriters and Forward Sellers) reasonably incurred by Section 3(s) hereofthem in connection herewith.
(d) Notwithstanding any contrary provision contained If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this AgreementSection 10, any election hereunder the Company shall be notified promptly by you by telephone or any termination of this Agreementfacsimile, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, you shall be notified promptly by the provisions of Section 5 shall not be in any way effected byCompany by telephone or facsimile, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed by letter.
Appears in 1 contract
Samples: Underwriting Agreement (Scana Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Boston time, on the Effective Date 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 is declared 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, or the Company may prevent this Agreement from becoming effective by without liability of any party to any other party, except that the Commissionprovisions of Section 4(a)(viii), Section 4(b)(i) and Section 6 hereof shall at all times be effective.
(b) 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company or the Selling Stockholders shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters obligations hereunder is not fulfilled, (iii) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall have occurred any material adverse change or any development involving prospective 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 affairs, management, or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (iv) any federal or state statute, regulation, rule or order of any court or other governmental authority shall have been enacted, published, decreed or otherwise promulgated which in your reasonable opinion materially and adversely affects or will materially and adversely affect the business or operations of the Company or any of its subsidiaries, (v) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (vi) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, (vii) a banking moratorium shall have been declared by Federal, New York or Minnesota authorities, or (iiiviii) if there has occurred any material adverse change in the financial markets in the United States shall have become involved in a new war or an increase outbreak of major hostilities (or an escalation thereof) in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketis involved, a declaration of war by Congress, any other substantial national or (vi) if the Company international calamity or any other event or occurrence of a similar character shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionreasonable judgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii), Section 4(b)(i) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations Company and an Attorney-in-Fact, on behalf of the Company to pay the out of pocket expenses related to the transactions contemplated herein Selling Stockholders, shall be governed notified promptly by Section 3(s) hereof.
(d) Notwithstanding any contrary provision contained in this Agreementyou by telephone or telegram, any election hereunder or any termination of this Agreement, and whether or not confirmed by letter. If the Company elects to prevent this Agreement is otherwise carried outfrom becoming effective, you and an Attorney-in-Fact, on behalf of the provisions of Section 5 Selling Stockholders, shall not be in any way effected bynotified by the Company by telephone or telegram, such election or termination or failure to carry out the terms of this Agreement or any part hereofconfirmed by letter.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Data Translation Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, Date (i) if any domestic or international event or act or occurrence has materially disrupted, or will in your opinion will in the immediate future materially disrupt, disrupt the general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board The Nasdaq Stock Market (or successor trading market) or the over-the-counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or suspended by order of the Commission or any other government authority having jurisdiction, jurisdiction or minimum or maximum prices shall have been established on such exchange or quotation system or a material disruption in securities settlement payment of clearance services in the United States shall have occurred; (iii) if the United States shall have become materially involved in a new war or an increase in major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are is breached, and if not otherwise cured or qualified by materiality, there is a material adverse effect or effect; (viiivi) if the Representatives Company shall have become aware after sustained a loss by reason of explosion, fire, flood, accident or other calamity, which, in the date hereof opinion of the Representative, substantially affects the value of the properties of the Company or which materially interferes with the operation of the business of the Company regardless of whether such loss shall have been insured; there shall have been a material adverse change (including, without limitation, a change in management (other than the appointment of a chief executive officer, a chief operating officer, or both, of the Company who are reasonably acceptable to the Representative) or control of the Company), in the conditions business or prospects operations of the Company, except in each case as described in or such adverse contemplated by the Prospectus (exclusive of any amendment or supplement thereto); or (vi) if there shall have occurred an outbreak of hostilities between the Unites States and any foreign power (or in the case of any ongoing hostilities, a material escalation thereof), or an outbreak of any other insurrection or armed conflict involving the United States, or a terrorist attack in the United States or a change in general market conditions, including without limitation as a result of terrorist activities the financial markets or any calamity or crisis after the date hereof, as in the Representatives' judgment Representative's judgment, is material and adverse and such change, calamity or crisis, singly or together with any other event, would make it impracticable or inadvisable to proceed with the offeringOffering, sale and/or delivery of the Units Shares or to enforce contracts made by the Underwriters for the sale of the SecuritiesShares.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed by Section 3(s3(k) hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on at such time as the Effective Date at Underwriter in 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 the Underwriter of an electronic communication authorizing commencement of the offering the Securities for sale by the Underwriter or other securities dealers. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, or the Registration Statement is declared Company, may prevent this Agreement from becoming effective by without liability of any party to any other party, except that the Commissionprovisions of Section 4(h) and Section 6 hereof shall at all times be effective.
(b) You 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionthe Underwriter's judgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In If the event that Underwriter elects to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by the Underwriter by telephone, confirmed by letter. If the Company elects to pay prevent this Agreement from becoming effective, the out of pocket expenses related to the transactions contemplated herein Underwriter shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on upon execution and delivery by each of the Effective Date at the time the Registration Statement is declared effective by the Commissionparties hereto.
(b) You You, as Representative of 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic agreement on its part to be performed hereunder unless the failure to perform any such agreement is due to a default or international event or act or occurrence has materially disruptedomission by any Underwriter, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Capital Market or the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board NASDAQ Capital Market or the New York Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(vii), and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to terminate this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms hereinas provided in this Section, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed notified promptly by Section 3(s) hereofyou by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Superconductor Technologies Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time later of (i) execution of this Agreement, or (ii) when notification of the effectiveness of the Registration Statement is declared effective has been released by the Commission.
(b) You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, Date (i) if the Company shall have failed, refused or been unable, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled including, without limitation, any change in the financial condition, earnings, operations, business, management, technical staff, or business prospects of the Company from that set forth in the Registration Statement or Prospectus which, in your opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; is material and adverse, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq Stock Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the Nasdaq Stock Market, by the New York Stock Exchange, the Nasdaq Stock Market or by order of the Commission or any other government governmental authority having jurisdiction, or if a banking moratorium shall have been declared by Federal, New York, Oklahoma, Delaware or Texas authorities, or (iii) if on or prior to the United States shall have become involved in a new war or an increase in major hostilitiesClosing Date, or (iv) if a banking moratorium has been declared by a New York State on or federal authorityprior to any later date on which Option Shares are to be purchased, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts as the United States securities marketcase may be, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, of such character as to interfere materially and adversely with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of financial markets in the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, United States as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or (v) if on or prior to enforce contracts made by the Underwriters for Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the sale case may be, there shall have been an outbreak or escalation of hostilities or other international or domestic calamity, crises or material adverse change in political, financial or economic conditions, the effect of which on the financial markets of the Securities.
(c) United States is such as to make it in your reasonable judgment, inadvisable to proceed with the marketing of the Shares. In the event that of termination pursuant to this Section 11(b), the Company shall remain obligated to pay costs and expenses pursuant to Section 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 Section 11, you shall not be carried out for any reason whatsoeverpromptly notify the Company by telephone or telecopy, within in each case confirmed by letter. If the time specified herein or any extensions thereof pursuant Company shall elect to the terms hereinprevent this Agreement from becoming effective, the obligations of the Company to pay the out of pocket expenses related to the transactions contemplated herein shall be governed promptly notify you by Section 3(s) hereoftelephone or telecopy, in each case, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
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 Effective Date 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 declared 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 Commissionpublication 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 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(a)(viii) and Section 6 hereof shall at all times be effective.
(b) 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading on the New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a Federal, New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketMinnesota authorities, or (vi) if there has occurred any material adverse change in the Company 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 sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, willoccurred since the execution of this Agreement that, in your opinionjudgment, make makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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(a)(viii) and Section 6 hereof shall at all times be effective.
(c) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, telegram or a facsimile transmission, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, telegram or a facsimile transmission, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time later of (i) execution of this Agreement, or (ii) when notification of the effectiveness of the Registration Statement is declared effective has been released by the Commission.
(b) You shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to any the Closing Date, Date (i) if the Company shall have failed, refused or been unable, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled including, without limitation, any change in the financial condition, earnings, operations, business, management, technical staff, or business prospects of the Company from that set forth in the Registration Statement or Prospectus which, in your opinion will in the immediate future materially disruptsole judgment, general securities markets in the United States; is material and adverse, or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) Nasdaq Stock Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board New York Stock Exchange or the Nasdaq Stock Market, by the New York Stock Exchange, the Nasdaq Stock Market or by order of the Commission or any other government governmental authority having jurisdiction, or if a banking moratorium shall have been declared by Federal, New York, Oklahoma or Texas authorities, or (iii) if on or prior to the United States shall have become involved in a new war or an increase in major hostilitiesClosing Date, or (iv) if a banking moratorium has been declared by a New York State on or federal authorityprior to any later date on which Option Shares are to be purchased, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts as the United States securities marketcase may be, or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, theft, sabotage accident or other calamity or malicious act which, of such character as to interfere materially and adversely with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (viiiv) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such been a material adverse change in the general political or economic conditions or prospects of financial markets in the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, United States as in the Representatives' your reasonable judgment would make makes it inadvisable or impracticable to proceed with the offering, sale and/or and delivery of the Units Shares, or (v) if on or prior to enforce contracts made by the Underwriters for Closing Date, or on or prior to any later date on which Option Shares are to be purchased, as the sale case may be, there shall have been an outbreak or escalation of hostilities or other international or domestic calamity, crises or material adverse change in political, financial or economic conditions, the effect of which on the financial markets of the Securities.
(c) United States is such as to make it in your reasonable judgment, inadvisable to proceed with the marketing of the Shares. In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof of termination pursuant to the terms hereinthis Section 11(b), the obligations of the Company shall remain obligated to pay the out of pocket costs and expenses related pursuant to the transactions contemplated herein shall be governed by Section 3(s) 4(k), 5 and 8 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Grand Adventures Tour & Travel Publishing Corp)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 9:00 a.m., Pacific time, on the Effective Date 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 declared 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 offering the Securities for sale by the CommissionUnderwriters or other securities dealers. 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 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 cancelled at any time prior to any the Second Closing Date, if (i) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any domestic or international event or act or occurrence has materially disruptedagreement on its part to be performed hereunder, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the Nasdaq National Market, New York Stock Exchange, Exchange or the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been wholly suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other government governmental authority having jurisdiction, or (iiiv) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has shall have been declared by a New York State federal or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketstate authorities, or (vi) if the Company there shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage occurred any outbreak or other escalation of hostilities or any change in financial markets or any calamity or malicious act which, whether or not such loss shall have been insured, willcrisis that, in your opinionjudgment, make is material and adverse and makes it impractical or inadvisable to proceed with the delivery completion of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for 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) In the event that If you elect to prevent this Agreement shall not be carried out for any reason whatsoever, within the time specified herein from becoming effective or any extensions thereof pursuant to the terms hereinterminate this Agreement as provided in this Section, the obligations of Company shall be notified promptly by you by telephone, confirmed by letter. If the Company elects to pay the out of pocket expenses related to the transactions contemplated herein prevent this Agreement from becoming effective, you shall be governed notified by Section 3(s) hereofthe Company by telephone, confirmed by letter.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
Samples: Purchase Agreement (Marchex Inc)
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on immediately after the time at which the Registration Statement shall become effective under the Securities Act upon the Effective Date at the time of the Registration Statement is declared effective by the CommissionStatement.
(b) You shall have Until the right to terminate First Closing Date, this Agreement may be terminated by the Underwriter, at its sole option, by giving notice to the Company, and the option referred to in Section 2(b), if exercised, may be cancelled at any time prior to any the Second Closing Date, if (i) if any domestic or international event or act or occurrence has materially disruptedthe Company shall have failed, refused, or in your opinion will in the immediate future materially disruptbeen unable, general securities markets in the United States; at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) if any other condition of the Underwriter's obligations hereunder is not fulfilled or waived by the Underwriter, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on in the NASD OTC Bulletin Board (or successor trading market) over-the-counter market shall have been suspended, or (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedbe required, on the New York Stock Exchange, the American Stock Exchange, or maximum ranges for prices for securities shall have been required on in the NASD OTC Bulletin Board over-the-counter market, by such Exchange or by The Nasdaq Stock Market or by order of the Commission SEC or any other government governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal, New York, or Minnesota authorities, (iiivi) if there shall have been such a serious, unusual and material change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not be such loss shall have been insured, willas, in your opinionthe sole judgment of the Underwriter, make makes it inadvisable to proceed with the delivery of the Units, or (vii) if the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in the judgment of the Company's representationsUnderwriter, warranties materially and adversely affects or covenants hereunder are breached, will materially and if not otherwise qualified by materiality, there is a material adverse effect adversely affect the business or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects operations of the Company, or such adverse (viii) there shall be a material change in general market conditions, including without limitation as a result outbreak of terrorist activities after the date hereof, as hostilities or material escalation and deterioration in the Representatives' judgment would make it impracticable to proceed with political and military situation between the offeringUnited States and any foreign power, sale and/or delivery or a formal declaration of the Units or to enforce contracts made war by the Underwriters for United States of America shall have occurred. Any such termination shall be without liability of any party to any other party, except as provided in Sections 7 and 8 hereof; provided, however, that the sale of Company shall remain obligated to pay costs and expenses to the Securitiesextent provided in Section 4 hereof.
(c) In If the event that Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, it shall not be carried out for any reason whatsoevernotify the Company and the Company's counsel promptly by telegram or telephone, within the time specified herein or any extensions thereof pursuant confirmed by letter sent to the terms herein, the obligations of address specified in Section 11 hereof. If the Company shall elect to pay prevent this Agreement from becoming effective, it shall notify the out of pocket expenses related Underwriter promptly by telegram or telephone, confirmed by letter sent to the transactions contemplated herein shall be governed by addresses specified in Section 3(s) 11 hereof.
(d) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
Appears in 1 contract
