Common use of MARKET OUT TERMINATION Clause in Contracts

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter by notice to the Company at any time if, in the sole judgment of the Underwriter, payment for and delivery of the Units is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SEC, the National Association of Securities Dealers, Inc. or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter to proceed with this Agreement or with the public offering of the Units; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Units; or (f) Any suspension of trading in the securities of the Company or the interruption or termination of listing of any security of the Company on any exchange or over-the-counter markets.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter Representative by notice to the Company at any time if, in the sole judgment of the UnderwriterRepresentative, payment for and delivery of the Units Securities is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s 's business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. NASD or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, NASDAQ or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter Representative to proceed with this Agreement or with the public offering of the UnitsSecurities; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the UnderwriterRepresentative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the UnitsSecurities; or (f) Any suspension of trading in the securities of the Company in the over-the-counter market or the interruption or termination of listing quotations of any security of the Company on any exchange or over-the-counter marketsthe NASDAQ System.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter by notice to the Company at any time if, in the sole judgment of the Underwriter, payment for and delivery of the Units is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter to proceed with this Agreement or with the public offering of the Units; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Units; or (f) Any suspension of trading in the securities of the Company in the over-the-counter market or the interruption or termination of listing quotations of any security of the Company on any exchange or over-the-counter marketsthe Nasdaq Stock Market.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter Underwriters by notice to the Company at any time if, in the sole judgment of the UnderwriterUnderwriters, payment for and delivery of the Units Shares is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter Underwriters to proceed with this Agreement or with the public offering of the UnitsShares; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the UnitsShares; or (f) Any suspension of trading in the securities of the Company or the interruption or termination of listing of any security of the Company on any exchange or over-the-counter markets.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter Representative by notice to the Company at any time if, in the sole judgment of the UnderwriterRepresentative, payment for and delivery of the Units Securities is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s 's business, business prospects, management, earnings, properties or conditions, financial or otherwise, which are outside the ordinary course of business; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. NASD or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, NASDAQ or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter Representative to proceed with this Agreement or with the public offering of the UnitsSecurities; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the UnderwriterRepresentative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the UnitsSecurities; oror Premier Concepts, Inc. -28- Underwriting Agreement (f) Any suspension of trading in the securities of the Company in the over-the-counter market or the interruption or termination of listing quotations of any security of the Company on any exchange or over-the-counter marketsthe NASDAQ System.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter by notice to the Company at any time if, in the sole judgment of the Underwriter, payment for and delivery of the Units Shares is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter to proceed with this Agreement or with the public offering of the UnitsShares; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the UnitsShares; or (f) Any suspension of trading in the securities of the Company or the interruption or termination of listing of any security of the Company on any exchange or over-the-counter markets.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter by notice to the Company at any time if, in the sole judgment of the Underwriter, payment for and delivery of the Units is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. NASD or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter to proceed with this Agreement or with the public offering of the Units; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Units; or (f) Any suspension of trading in the securities of the Company or the interruption or termination of listing of any security of the Company on any exchange or over-the-counter markets.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter by notice to the Company at any time if, in the sole judgment of the Underwriter, payment for and delivery of the Units is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter to proceed with this Agreement or with the public offering of the Units; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Units; or (f) Any suspension of trading in the securities of the Company in the over-the-counter market or the interruption or termination of listing of any security of the Company on any exchange or over-the-counter marketsthe American Stock Exchange.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter Representative by notice to the Company at any time if, in the sole judgment of the UnderwriterRepresentative, payment for and delivery of the Units Securities is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s 's business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. NASD or other applicable regulatory authorityauthority which significantly affects the marketability of the Shares or the Warrants, or trading in securities generally on any such exchange, the Nasdaq Stock Market, NASDAQ or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter Representative to proceed with this Agreement or with the public offering of the UnitsSecurities; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the UnderwriterRepresentative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the UnitsSecurities; or (f) Any suspension of trading in the securities of the Company in the over-the-counter market or the interruption or termination of listing quotations of any security of the Company on any exchange or over-the-counter marketsthe NASDAQ System.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter by notice to the Company at any time if, in the sole judgment of the Underwriter, payment for and delivery of the Units is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s 's business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter to proceed with this Agreement or with the public offering of the Units; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Units; or (f) Any suspension of trading in the securities of the Company in the over-the-counter market or the interruption or termination of listing of any security of the Company on any exchange or over-the-counter marketsthe American Stock Exchange.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter Underwriters by notice to the Company at any time if, in the sole judgment of the UnderwriterUnderwriters, payment for and delivery of the Units is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s business, business prospects, management, earnings, properties or conditions, financial or otherwise; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SEC, the National Association of Securities Dealers, Inc. or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter Underwriters to proceed with this Agreement or with the public offering of the Units; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Units; or (f) Any suspension of trading in the securities of the Company or the interruption or termination of listing of any security of the Company on any exchange or over-the-counter markets.

MARKET OUT TERMINATION. This Agreement may be terminated by the Underwriter Representative by notice to the Company at any time if, in the sole judgment of the UnderwriterRepresentative, payment for and delivery of the Units Securities is rendered impracticable or inadvisable because of: (a) Material adverse changes in the Company’s 's business, business prospects, management, earnings, properties or conditions, financial or otherwise, which are outside the ordinary course of business; (b) Any action, suit, or proceedings, at law or in equity, hereafter threatened or filed against the Company by any person or entity, or by any federal, state or other commission, board or agency wherein any unfavorable result or decision could materially adversely affect the business, business prospects, properties, financial condition or income or earnings of the Company; (c) Additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading in securities generally, or new offering or trading restrictions shall have been generally established by a registered securities exchange, the SECCommission, the National Association of Securities Dealers, Inc. NASD or other applicable regulatory authority, or trading in securities generally on any such exchange, the Nasdaq Stock Market, NASDAQ or otherwise, shall have been suspended, or a general moratorium shall have been established by federal or state authorities; (d) Substantial and material changes in the condition of the market beyond normal fluctuations such that it would be undesirable, impracticable or inadvisable in the judgment of the Underwriter Representative to proceed with this Agreement or with the public offering of the UnitsSecurities; (e) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the UnderwriterRepresentative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the UnitsSecurities; or (f) Any suspension of trading in the securities of the Company in the over-the-counter market or the interruption or termination of listing quotations of any security of the Company on any exchange or over-the-counter marketsthe NASDAQ System.