Common use of Effectiveness of Agreement and Termination Clause in Contracts

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Lender by written notice to the Corporation if any of the following has occurred: (a) any outbreak or escalation of hostilities or other national or international calamity or crisis or change which in the Lender's judgment, is material and adverse and, in the Lender's judgment, makes it impracticable to market the Series A Notes on the terms and in the manner contemplated in the Rights Offering, (b) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market unless such suspension or limitation is removed prior to the Closing Date, (c) the suspension of trading of any securities of the Corporation on any exchange or in the over-the-counter market unless such suspension is removed prior to the Closing Date, (d) the enactment, publication, decree or other promulgation of any foreign, federal or state statute, regulation, rule or order of any court or other governmental authority which in the Lender's reasonable opinion materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Corporation and its Subsidiaries, taken as a whole, or (e) the declaration of a banking moratorium by foreign, federal or state authorities.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Lender you by written notice to the Corporation Company and the Selling Stockholders if any of the following has occurred: (ai) any outbreak or escalation of hostilities or other national or international calamity or crisis or change which in economic conditions or in the Lender's financial markets of the United States or elsewhere that, in your judgment, is material and adverse and, in the Lender's your judgment, makes it impracticable to market the Series A Notes Shares on the terms and in the manner contemplated in the Rights OfferingProspectus, (bii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq Market Exchange (NYSE) or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market unless such suspension or limitation is removed prior to the Closing DateNYSE, (ciii) the suspension of trading of any securities of the Corporation Common Stock on any exchange or in the over-the-counter market unless such suspension is removed prior to the Closing DateNYSE, (div) the enactment, publication, decree or other promulgation of any foreign, federal or state statute, regulation, rule or order of any court or other governmental authority which in the Lender's your reasonable opinion materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Corporation Company and its Subsidiariessubsidiaries, taken as a whole, or (ev) the declaration of a banking moratorium by foreign, either federal or state authorities.New York State authorities or

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Lender Initial Purchaser by written notice to the Corporation Company if any of the following has occurred: (ai) any outbreak or escalation of hostilities or other national or international calamity or crisis or change which in economic conditions or in the Lenderfinancial markets of the United States or elsewhere that, in the Initial Purchaser's judgment, is material and adverse and, in the LenderInitial Purchaser's judgment, makes it impracticable to market the Series A Notes on the terms and in the manner contemplated in the Rights OfferingOffering Memorandum, (bii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on or any such exchange or on the Nasdaq National Market unless such suspension or limitation is removed prior to the Closing DateMarket, (ciii) the suspension of trading of any securities of the Corporation Company or any Guarantor on any exchange or in the over-the-counter market unless such suspension is removed prior to the Closing Datemarket, (div) the enactment, publication, decree or other promulgation of any foreign, federal or state statute, regulation, rule or order of any court or other governmental govern mental authority which in the Lender's reasonable your opinion materially and adversely affects, or will materially and adversely affect, the business, prospects, financial condition or results of operations of the Corporation Company and its Subsidiariessubsidiaries, taken as a whole, or (ev) the declaration of a banking moratorium by foreign, either federal or New York State authorities or (vi) the taking of any action by any federal, state authoritiesor local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Lender Initial Purchasers by written notice to the Corporation Holdings if any of the following has occurred: (ai) any outbreak or escalation of hostilities or other national or international calamity or crisis or change which in economic conditions or in the Lender's financial markets of the United States or elsewhere that, in the Initial Purchasers' judgment, is material and adverse and, in the Lender's Initial Purchasers' judgment, makes it impracticable to market the Series A Notes Securities on the terms and in the manner contemplated in the Rights OfferingOffering Memorandum, (bii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market unless such suspension or limitation is removed prior to the Closing DateMarket, (ciii) the suspension of trading of any securities of the Corporation Holdings or any Designated Subsidiary on any exchange or in the over-the-counter market unless such suspension is removed prior to the Closing Datemarket, (div) the enactment, publication, decree or other promulgation of any foreign, federal or state statute, regulation, rule or order of any court or other governmental authority which in the Lender's reasonable Initial Purchasers' opinion materially and adversely affects, or will materially and adversely affect, the business, prospects, condition (financial condition or otherwise) or results of operations of the Corporation Holdings and its Subsidiariessubsidiaries, taken as a whole, or (ev) the declaration of a banking moratorium by foreign, either federal or New York State authorities or (vi) the taking of any action by any federal, state authoritiesor local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States.