Common use of Effective Time and Termination Clause in Contracts

Effective Time and Termination. Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representatives by giving notice as hereinafter provided to the Representatives or by the Representatives by giving notice as hereinafter provided to the Company, except that the provisions of Sections 6(q) and 8 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representatives of an electronic communication authorizing commencement of the offering the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; , (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has shall have been declared by Federal or New York state authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichshall be such as, in the Representatives’ reasonable ' judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable ' judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 6(n) or 8 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing. (c) This Agreement may also be terminated as provided in Section 9 hereof.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Sections 6(q) and 8 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representative of an electronic communication authorizing commencement of the offering the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; , (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has shall have been declared by Federal or New York state authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichshall be such as, in the Representatives’ reasonable Representative’s judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 6(n) or 8 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing. (c) This Agreement may also be terminated as provided in Section 9 hereof.

Effective Time and Termination. Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (ia) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iib) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiic) trading in securities generally on the New York Stock Exchange (the “"NYSE”") or Nasdaq Global Select Stock Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivd) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (ve) a general banking moratorium has been declared by Federal or New York authorities; (vif) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viig) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ ' reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiih) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ ' reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the First Closing DateCompany or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Sections 6(q) and 7 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representative of an electronic communication authorizing commencement of the offering the Securities for sale by the Underwriters or other securities dealers. (b) This Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First each Closing Date, as applicable, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; , (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has shall have been declared by Federal or New York state authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichshall be such as, in the Representatives’ reasonable Representative's judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable Representative's judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing. (c) This Agreement may also be terminated as provided in Section 8 hereof.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Sections 6(q) and 8 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representative of an electronic communication authorizing commencement of the offering the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; , (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has shall have been declared by Federal or New York state authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichshall be such as, in the Representatives’ reasonable Representative's judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable Representative's judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 6(n) or 8 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing. (c) This Agreement may also be terminated as provided in Section 9 hereof.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Underwriter by giving notice as hereinafter provided to the Underwriter or by the Underwriter by giving notice as hereinafter provided to the Company, except that the provisions of Sections 6(q) and 8 hereof shall at all times be effective. 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. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Underwriter by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any the Underwriter; , (ii) any other condition of the obligations of the Underwriters Underwriter hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has shall have been declared by Federal or New York state authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichshall be such as, in the Representatives’ reasonable Underwriter's judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable Underwriter's judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any the Underwriter, except as otherwise provided in Sections 5 and 7 6(n) or 8 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing. (c) This Agreement may also be terminated as provided in Section 9 hereof.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representatives by giving notice as hereinafter provided to the Representatives, or by the Representatives by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(o) and 7 hereof shall at all times be effective. For the purpose of this Section 9, the Securities shall be deemed to have been released for sale to the public upon release by the Representatives of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Stock Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until Except as otherwise set forth in this Section 8.01, this Agreement shall close by no later than 11:59 p.m. Seattle, Washington, September 21, 2000, provided that either party may extend this Agreement for an additional seven (7) day period by written notice to the First Closing Dateother party prior to the Effective Time. This Agreement shall terminate if not closed by 11:59 p.m., Seattle, Washington, September 28, 2000. Notwithstanding the foregoing and/or the approval of this Agreement by the shareholders of Access Telcom and the Board of Directors of Saratoga, this Agreement may be terminated by and the Representatives by giving notice as hereinafter provided Effective Time contemplated hereby may be abandoned at any time prior to the CompanyEffective Time: a) By mutual written consent, if duly authorized by their respective Boards of Directors, by Saratoga and Access Telcom; b) By either Saratoga or Access Telcom: (i) the Company if any court of competent jurisdiction or any other governmental body shall have failedissued an order, refused decree or been unableruling or taken any other action permanently enjoining, restraining or otherwise permanently prohibiting the Effective Time 38 and such order, decree, ruling or other action shall have become final and non-appealable; (ii) if, upon a vote at a duly held meeting or prior upon any adjournment thereof, the shareholders of Access Telcom and the Board of Directors of Saratoga shall have failed to give any required approvals; or c) By Saratoga if Access Telcom shall have breached any of its representations and warranties or covenants contained herein and if such breach or breaches, either individually or in the First Closing Dateaggregate, will have, or are reasonably likely to perform any agreement have, a material adverse effect on its part to be performed hereunder unless the business, results of operations, financial condition or prospects of Access Telcom (an "Access Telcom Material Adverse Effect"), unless, in the case of a breach of covenant, such failure to perform any agreement is due to the default or omission has been caused by any Underwriter; (iia breach of this Agreement by Saratoga. d) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Market By Access Telcom if Saratoga shall have been suspended breached any of its representations and warranties and such breach or minimum breaches, either individually or maximum prices in the aggregate, will have, or are reasonably likely to have, a Saratoga Material Adverse Effect, or if a Saratoga shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation breached in any material respect any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlementits covenants contained herein, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichunless, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery case of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable judgment, the effect a breach of any covenant, such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable failure to proceed with the completion of the public offering or the delivery of the Securities. Any termination perform has been caused by a breach of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly confirmed in writing.Access Telcom;

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representatives by giving notice as hereinafter provided to the Representatives, or by the Representatives by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(o) and 7 hereof shall at all times be effective. For the purpose of this Section 9, the Securities shall be deemed to have been released for sale to the public upon release by the Representatives of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until The obligations of the First Closing Date, several Underwriters under this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the CompanyCompany at any time prior to the First Closing Date or the Option Closing Date, as applicable, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date or the Option Closing Date, as applicable, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (NYSE or the “NYSE”) or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Global Select Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities; or (I) the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) to the Securities or any other debt securities of the Company subsequent to the execution and delivery of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed the Securities or any other debt securities of the Company on what is commonly termed a “watch list” for possible downgrading, or if any such rating agency shall have otherwise given any notice of a possible change in any such rating that does not indicate the direction of the possible change. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Stock Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company by giving notice as hereinafter provided to the Underwriter, or by the Underwriter by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(o) and 7 hereof shall at all times be effective. For the purpose of this Section 8, 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 of the Securities for sale by the Underwriter or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Underwriter by giving notice as hereinafter provided to the Company, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any the Underwriter; (iiB) any other condition of the obligations of the Underwriters Underwriter hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable Underwriter’s judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ reasonable Underwriter’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 8 shall be without liability on the part of the Company or any the Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative, or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(q) and 7 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representative of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until The obligations of the First Closing Date, several Underwriters under this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the CompanyCompany at any time prior to the First Closing Date or the Option Closing Date, as applicable, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date or the Option Closing Date, as applicable, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business; (D) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivE) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vF) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viG) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiH) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiI) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities; or (J) the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) to the Securities or any other debt securities of the Company subsequent to the execution and delivery of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed the Securities or any other debt securities of the Company on what is commonly termed a “watch list” for possible downgrading, or if any such rating agency shall have otherwise given any notice of a possible change in any such rating that does not indicate the direction of the possible change. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “"NYSE”") or Nasdaq Global Select Stock Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative's reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ Representative's reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative, or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(o) and 7 hereof shall at all times be effective. For the purpose of this Section 9, the Securities shall be deemed to have been released for sale to the public upon release by the Representative of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until The obligations of the First Closing Date, several Underwriters under this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the CompanyCompany at any time prior to the First Closing Date or the Option Closing Date, as applicable, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date or the Option Closing Date, as applicable, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities; or (I) the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) to the Securities or any other debt securities of the Company subsequent to the execution and delivery of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed the Securities or any other debt securities of the Company on what is commonly termed a “watch list” for possible downgrading, or if any such rating agency shall have otherwise given any notice of a possible change in any such rating that does not indicate the direction of the possible change. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(q) and 7 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representative of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; , (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or NYSE”)or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivii) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (viii) a general banking moratorium has been declared by Federal or New York authorities; (viiv) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiv) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiivi) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative, or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(o) and 7 hereof shall at all times be effective. For the purpose of this Section 9, the Securities shall be deemed to have been released for sale to the public upon release by the Representative of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until Except as otherwise set forth in this Section 8.01, this Agreement shall close by no later than 11:59 p.m. Seattle, Washington, October 22, 2000, provided that either party may extend this Agreement for an additional seven (7) day period by written notice to the First Closing Dateother party prior to the Effective Time. This Agreement shall terminate if not closed 119 by 11:59 p.m., Seattle, Washington, October 22, 2000 or October 29, 2000 if extended by either party. Notwithstanding the foregoing and/or the approval of this Agreement by the shareholders of True Fiction and the Board of Directors of Magellan, this Agreement may be terminated by and the Representatives by giving notice as hereinafter provided Effective Time contemplated hereby may be abandoned at any time prior to the CompanyEffective Time: a) By mutual written consent, if duly authorized by their respective Boards of Directors, by Magellan and True Fiction; b) By either Magellan or True Fiction: (i) the Company if any court of competent jurisdiction or any other governmental body shall have failedissued an order, refused decree or been unableruling or taken any other action permanently enjoining, at restraining or prior to otherwise permanently prohibiting the First Closing DateEffective Time and such order, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default decree, ruling or omission by any Underwriterother action shall have become final and non-appealable; (ii) if, upon a vote at a duly held meeting or upon any other condition adjournment thereof, the shareholders of True Fiction and the obligations Board of Directors of Magellan shall have failed to give any required approvals; or c) By Magellan if True Fiction shall have breached any of its representations and warranties or covenants contained herein and if such breach or breaches, either individually or in the Underwriters hereunder is not fulfilled; (iii) trading in securities generally aggregate, will have, or are reasonably likely to have, a material adverse effect on the New York Stock Exchange business, results of operations, financial condition or prospects of True Fiction (the “NYSE”) or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement"True Fiction Material Adverse Effect"), payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichunless, in the Representatives’ reasonable judgmentcase of a breach of covenant, makes it inadvisable such failure to proceed with perform has been caused by a breach of this Agreement by Magellan. d) By True Fiction if Magellan shall have breached any of its representations and warranties and such breach or breaches, either individually or in the delivery aggregate, will have, or are reasonably likely to have, a Magellan Material Adverse Effect, or if Magellan shall have breached in any material respect any of the Securities; or (viii) any attack onits covenants contained herein, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred ifunless, in the Representatives’ reasonable judgment, the effect case of a breach of any covenant, such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable failure to proceed with the completion of the public offering or the delivery of the Securities. Any termination perform has been caused by a breach of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly confirmed in writing.True Fiction; 8.02

Effective Time and Termination. Until the First Closing Date, this Agreement may be terminated by the Representatives Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or the Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or the Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ Representative’s reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ Representative’s reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly confirmed in writing.

Effective Time and Termination. (a) Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Stock Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) or Nasdaq Global Select Market NASDAQ shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the First Closing DateCompany or by the Representatives by giving notice as hereinafter provided to the Representatives or by the Representatives by giving notice as hereinafter provided to the Company, except that the provisions of Sections 6(q) and 8 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representatives of an electronic communication authorizing commencement of the offering the Securities for sale by the Underwriters or other securities dealers. (b) This Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First each Closing Date, as applicable, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; , (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has shall have been declared by Federal or New York state authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichshall be such as, in the Representatives’ reasonable ' judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable ' judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 6(a)(xvi) or 8 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing. (c) This Agreement may also be terminated as provided in Section 9 hereof.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the Company or by the Representatives by giving notice as hereinafter provided to the Representatives, or by the Representatives by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(m) and 7 hereof shall at all times be effective. For the purpose of this Section 9, the Securities shall be deemed to have been released for sale to the public upon release by the Representatives of an electronic communication authorizing commencement of the offering of the Securities for sale by the Underwriters or other securities dealers. (b) Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (iA) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; (iiB) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iiiC) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (ivD) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (vE) a general banking moratorium has shall have been declared by Federal federal or New York authorities; (viF) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (viiG) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viiiH) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has shall have occurred if, in the Representatives’ reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing.

Effective Time and Termination. (a) This Agreement shall become effective at the date and time this Agreement is executed and delivered to the parties hereto. Until this Agreement is effective, it may be terminated by the First Closing DateCompany or by the Representatives by giving notice as hereinafter provided to the Representatives or by the Representatives by giving notice as hereinafter provided to the Company, except that the provisions of Sections 6(q) and 8 hereof shall at all times be effective. For the purpose of this Section, the Securities shall be deemed to have been released for sale to the public upon release by the Representatives of an electronic communication authorizing commencement of the offering the Securities for sale by the Underwriters or other securities dealers. (b) This Agreement may be terminated by the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First each Closing Date, as applicable, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; , (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange (the “NYSE”) NYSE or Nasdaq Global Select Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium has shall have been declared by Federal or New York state authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States whichshall be such as, in the Representatives’ reasonable ' judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’ reasonable ' judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 10 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Sections 5 and 7 6(a)(xvii) or 8 hereof. Any notice referred to above may be given at the address of the Company as specified in Section 11 12 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be promptly immediately confirmed in writing. (c) This Agreement may also be terminated as provided in Section 9 hereof.