Termination by the Purchaser. This Agreement may be terminated prior to Closing by the Purchaser, by giving notice of such termination to the Company, if: (a) the Company has breached any representation, warranty, covenant or agreement contained in this Agreement or the Registration Rights Agreement and such breach is not cured within five business days following receipt by the Company of notice of such breach; (b) there has occurred an event since the date of the financial statements included in the Company's last filed Quarterly Report on Form 10-Q which could reasonably be expected to have a Material Adverse Effect and which is not disclosed in the Disclosure Materials; or (c) trading in the Common Stock has been suspended by the Commission or the NASD or other exchange or market on which the Common Stock is listed or quoted (except for any suspension of trading of limited duration solely to permit dissemination of material information regarding the Company).
Appears in 4 contracts
Samples: Convertible Preferred Stock Purchase Agreement (Multicom Publishing Inc), Convertible Preferred Stock Purchase Agreement (Multicom Publishing Inc), Purchase Agreement (Incomnet Inc)
Termination by the Purchaser. This Agreement and the transactions contemplated hereby may be terminated as to the Purchaser prior to Closing by the Purchaser, by giving written notice of such termination to the Company, if:
(ai) the Company has breached in any material respects any representation, warranty, covenant or agreement contained in this Agreement or the Registration Rights Agreement any Transaction Document and such breach is not cured within five business days one (1) Business Day following receipt by the Company of notice of such breach;
(bii) there has occurred an event since the date or series of the financial statements included events which, individually or in the Company's last filed Quarterly Report on Form 10-Q which aggregate, could reasonably be expected to have or result in a Material Adverse Effect and which is not disclosed fully in the Disclosure Materials; or;
(ciii) trading in the Common Stock has been suspended by the Commission or the NASD or other exchange or market on which the Common Stock is has failed to be listed for trading on the OTC Bulletin Board or quoted (except for on any suspension of subsequent exchange, market, or trading of limited duration solely to permit dissemination of material information regarding the Company)facility.
Appears in 1 contract
Samples: Series I 8% Convertible Preferred Stock Purchase Agreement (Fonix Corp)
Termination by the Purchaser. This Agreement may be terminated prior to Closing by the Purchaser, by giving written notice of such termination to the Company, if:
(a) the Company has breached any representation, warranty, covenant or agreement contained in this Agreement or the Registration Rights Agreement and such breach is not cured within five business days following receipt by the Company of notice of such breach;
(b) there has occurred an event since the date of the 008258-00007/391115.4 financial statements included in the Company's last filed Quarterly Report on Form 10-Q which could reasonably be expected to have a Material Adverse Effect and which is not disclosed in the Disclosure Materials; or
(c) trading in the Common Stock has been suspended by the Commission or the NASD NASDAQ National Market or other national securities exchange or market on which the Common Stock is listed or quoted (except for any suspension of trading of limited duration solely to permit dissemination of material information regarding the Company).; or
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Network Imaging Corp)
