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

Effective Time of This Agreement and Termination Hereof. (a) This Agreement shall become effective upon execution and delivery hereof by the parties hereto. The time of the public offering, for the purpose of this Section 11, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Underwriters and Artesian Resources may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10 and 11) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 11(c) hereof before the time the other provisions of this Agreement become effective. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 8 and 12 or if any of the following have occurred: (i) since the respective dates as of which information is given in the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of Artesian Resources or any of the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Underwriters’ reasonable opinion, make the offering or delivery of the Shares impracticable; (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Underwriters’ opinion, make the offering or delivery of the Shares impracticable; (iii) any suspension or limitation of trading generally in securities on the The NASDAQ Global Market or any setting of minimum prices for trading (other than ordinary course limitations on hours or numbers of days trading) for securities on The NASDAQ Global Market or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriters’ opinion materially and adversely affects trading on such exchange or over the counter market; (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriters’ opinion materially and adversely affects or will materially or adversely affect the Business Conditions of Artesian Resources; (v) declaration of a banking moratorium by the United States, New York or Pennsylvania authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Underwriters’ opinion has a material adverse effect on the securities markets in the United States; or (vii) trading in any securities of Artesian Resources shall have been suspended or halted by The NASDAQ Global Market or the SEC. (c) If the Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Underwriters shall notify Artesian Resources hereof promptly by telephone, telex, telegraph, telegram or facsimile, confirmed by letter.

Appears in 1 contract

Samples: Underwriting Agreement (Artesian Resources Corp)

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Effective Time of This Agreement and Termination Hereof. (a) This Agreement shall become effective upon execution and delivery hereof by when the parties hereto. The time of the public offering, for the purpose of hereto have executed and delivered this Section 11, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Underwriters and Artesian Resources may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10 and 11) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 11(c) hereof before the time the other provisions of this Agreement become effectiveAgreement. (b) The Underwriters Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 8 and 12 or if any of the following have occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of Artesian Resources or any of the SubsidiariesYork Water, whether or not arising in the ordinary course of business, that would, in the Underwriters’ reasonable Underwriter’s opinion, make the offering or delivery of the Shares Notes impracticable; (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Underwriters’ Underwriter’s opinion, make the offering or delivery of the Shares Notes impracticable; (iii) any suspension or limitation of trading generally in securities on the The New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Select Market or the over the counter market or any setting of minimum prices for trading (other than ordinary course limitations on hours or numbers of days trading) for securities on The NASDAQ Global Market any such exchange or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriters’ Underwriter’s opinion materially and adversely affects trading on such exchange or over the counter market; (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriters’ Underwriter’s opinion materially and adversely affects or will materially or adversely affect the Business Conditions of Artesian ResourcesYork Water; (v) declaration of a banking moratorium by the United States, New York or Pennsylvania authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Underwriters’ Underwriter’s opinion has a material adverse effect on the securities markets in the United States; or (vii) trading in any securities of Artesian Resources York Water shall have been suspended or halted by The NASDAQ Global Market Nasdaq, FINRA or the SEC. (c) If the Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Underwriters shall notify Artesian Resources hereof promptly by telephone, telex, telegraph, telegram or facsimile, confirmed by letter.

Appears in 1 contract

Samples: Underwriting Agreement (York Water Co)

Effective Time of This Agreement and Termination Hereof. (a) This Agreement shall become effective upon execution and delivery hereof by when the parties hereto. The time of the public offering, for the purpose of hereto have executed and delivered this Section 11, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Underwriters and Artesian Resources may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10 and 11) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 11(c) hereof before the time the other provisions of this Agreement become effectiveAgreement. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections Section 8 and 12 or if any of the following have occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of Artesian Resources or any of the SubsidiariesYork Water, whether or not arising in the ordinary course of business, that would, in the Underwriters’ reasonable Representative’s opinion, make the offering or delivery of the Shares impracticable; (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Underwriters’ Representative’s opinion, make the offering or delivery of the Shares impracticable; (iii) any suspension or limitation of trading generally in securities on the The New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Select Market or the over the counter market or any setting of minimum prices for trading (other than ordinary course limitations on hours or numbers of days trading) for securities on The NASDAQ Global Market any such exchange or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriters’ Representative’s opinion materially and adversely affects trading on such exchange or over the counter market; (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriters’ Representative’s opinion materially and adversely affects or will materially or adversely affect the Business Conditions of Artesian ResourcesYork Water; (v) declaration of a banking moratorium by the United States, New York or Pennsylvania authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Underwriters’ Representative’s opinion has a material adverse effect on the securities markets in the United States; or (vii) trading in any securities of Artesian Resources York Water shall have been suspended or halted by The NASDAQ Global Market Nasdaq, FINRA or the SEC. (c) If the Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Underwriters shall notify Artesian Resources hereof promptly by telephone, telex, telegraph, telegram or facsimile, confirmed by letter.

Appears in 1 contract

Samples: Underwriting Agreement (York Water Co)

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Effective Time of This Agreement and Termination Hereof. (a) This Agreement shall become effective upon execution and delivery hereof by when the parties hereto. The time of the public offering, for the purpose of hereto have executed and delivered this Section 11, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Underwriters and Artesian Resources may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10 and 11) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 11(c) hereof before the time the other provisions of this Agreement become effectiveAgreement. (b) The Underwriters Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 8 and 12 hereof or if any of the following have occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of Artesian Resources or any of the SubsidiariesYork Water, whether or not arising in the ordinary course of business, that would, in the Underwriters’ reasonable Underwriter’s opinion, make the offering or delivery of the Shares impracticable; (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Underwriters’ Underwriter’s opinion, make the offering or delivery of the Shares impracticable; (iii) any suspension or limitation of trading generally in securities on the The New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Select Market or the over the counter market or any setting of minimum prices for trading (other than ordinary course limitations on hours or numbers of days trading) for securities on The NASDAQ Global Market any such exchange or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriters’ Underwriter’s opinion materially and adversely affects trading on such exchange or over the counter market; (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriters’ Underwriter’s opinion materially and adversely affects or will materially or adversely affect the Business Conditions of Artesian ResourcesYork Water; (v) declaration of a banking moratorium by the United States, New York or Pennsylvania authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Underwriters’ Underwriter’s opinion has a material adverse effect on the securities markets in the United States; or (vii) trading in any securities of Artesian Resources York Water shall have been suspended or halted by The NASDAQ Global Market NASD or the SEC. (c) If the Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Underwriters shall notify Artesian Resources hereof promptly by telephone, telex, telegraph, telegram or facsimile, confirmed by letter.

Appears in 1 contract

Samples: Underwriting Agreement (York Water Co)

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