Termination by the Purchasers. This Agreement may be terminated at any time prior to the Closing by the Purchasers following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchasers shall not be permitted to terminate this Agreement if at the time of such termination any Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement:
(i) the Closing does not occur on or before the Closing Date;
(ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from any Purchaser and (B) the Closing Date;
(iii) the Company breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from any Purchaser and (B) the Closing Date; or
(iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.
Termination by the Purchasers. (a) In addition to other rights and remedies, this Agreement may be terminated prior to the First Tranche Closing with respect to the transactions contemplated herein relating to the Convertible Debentures, the Shares, the Warrants, the Underlying Shares and the Warrant Shares by any Purchaser, by giving notice of such termination to the Company, if:
(i) the Company has breached any representation, warranty, covenant or agreement contained in this Agreement and such breach is not cured within five Business Days following receipt by the Company of notice of such breach;
(ii) there has occurred an event since the date of the financial statements included in the Company's Quarterly Report on Form 10- QSB or Annual Report on Form 10-KSB, whichever is more recent, last filed prior to the date of this Agreement which has had a Material Adverse Effect and which is not disclosed in the SEC Documents or if there has occurred since such date a material adverse change in the financial condition or prospects of the Company (for each such purpose, changes in stock price may be considered);
(iii) trading in the Company's Common Stock has been suspended by the Commission or the NASD OTC Bulletin Board;
(iv) a Change of Control shall have occurred; or
(v) the First Tranche Closing shall not have occurred by the First Tranche Closing Expiration Date.
(b) In addition to other rights and remedies, this Agreement may be terminated by a Purchaser prior to the Second Tranche Closing with respect to the transactions contemplated herein relating solely to the Second Tranche Shares, or prior Third Tranche Closing with respect to the transactions contemplated herein relating solely to the Third Tranche Shares, by giving notice of such termination to the Company, if:
(i) after the First Tranche Closing Date, the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, the Registration Rights Agreement, any Convertible Debenture, any Warrant or the Series B Designation and such breach is not cured within five Business Days following receipt by the Company of notice of such breach;
(ii) there has occurred an event since the date of the financial statements included in the Company's Quarterly Report on Form 10- QSB or Annual Report on Form 10-KSB, whichever is later, last filed prior to the date of this Agreement which has had a Material Adverse Effect and which is not disclosed in the SEC Documents or if there has occurred since such date a...
Termination by the Purchasers. This Agreement may be terminated prior to Closing by the Purchasers, 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 and such breach is not cured within ten 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 disclosure documents which could reasonably be expected to have a Material Adverse Effect and which is not disclosed in the Disclosure Documents; or
(c) trading in the Common Stock has been suspended, delisted, or otherwise ceased 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).
Termination by the Purchasers. (1) The Purchasers will be entitled acting jointly, by giving written notice to the Corporation in accordance with Section 7.07, at any time prior to the Closing Date and in their sole discretion, to elect to terminate and cancel, without any liability on their part, their obligations under this Agreement, if:
(a) any inquiry, investigation (whether formal or informal) or other proceeding is commenced by a Governmental Authority pursuant to Applicable Laws in relation to the Corporation or its Subsidiaries or in relation to any of the directors and officers of the Corporation, any of which suspends or ceases trading in the Common Shares or operates to prevent or restrict the lawful distribution of the Series B Preferred Shares or the Common Shares issuable upon conversion of the Series B Preferred Shares;
(b) any order is issued by a Governmental Authority pursuant to Applicable Laws, or if there is any change of Applicable Law, either of which suspends or ceases trading in the Common Shares or operates to prevent or restrict the lawful distribution of the Series B Preferred Shares or the Common Shares issuable upon conversion of the Series B Preferred Shares;
(c) there should develop or occur or come into effect, any catastrophe of national or international consequence or any law or other occurrence of any nature whatsoever that in the reasonable opinion of such Purchaser, seriously adversely affects, or will seriously adversely affect the financial markets in Canada or the U.S. or which results in or will result in an adverse material change;
Termination by the Purchasers. This Agreement and the transactions contemplated hereby may be terminated as to the Purchasers prior to Closing by the Purchasers, by giving written notice of such termination to the Company, if:
(1) the Company has breached in any material respects any representation, warranty, covenant or agreement contained in any Transaction Document and such breach is not cured within one (1) Business Day following receipt by the Company of notice of such breach;
(2) there has occurred an event or series of events which, individually or in the aggregate, could have or result in a Material Adverse Effect which is not disclosed fully in the Disclosure Materials;
(3) trading in the Common Stock has been suspended or the Common Stock has failed to be listed for trading on the OTC Bulletin Board or on any subsequent exchange, market, or trading facility.
Termination by the Purchasers. The Purchasers may terminate this Agreement in their absolute discretion at any time prior to the purchase of the Securities, if (i) since the time of execution of this Agreement, there has been any material adverse change, financial or otherwise (other than as disclosed in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its subsidiaries, considered as one enterprise, (ii) at the time of such termination, (x) trading in securities on the NYSE, the American Stock Exchange or the Nasdaq National Market shall have been suspended or limitations or minimum prices shall have been established on any such exchange or market, (y) a banking moratorium shall have been declared either by the United States or New York State authorities, or (z) the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Purchaser's judgment, to make it impracticable to market the Securities in the manner contemplated by this Agreement, or (iii) the Common Stock shall have ceased to be registered under the 1934 Act or listed on the NYSE, or the Commission, the NYSE or the Company shall have initiated proceedings for such deregistration or delisting. Either the Company or the Purchasers may terminate this Agreement if the Closing shall not have occurred by January 31, 2000; provided that no party may terminate under this sentence if the Closing has not occurred because of a material breach by such party of its obligations under this Agreement.
Termination by the Purchasers. This Agreement may be ----------------------------- terminated prior to Closing by the Purchasers, 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 and such breach is not cured within five (5) Business Days following receipt by the Company of notice of such breach; or
(b) there has occurred an event which could reasonably be expected to have a Material Adverse Effect and which is not disclosed in this Agreement; or
Termination by the Purchasers. The Purchasers may (but shall not be obligated to) terminate this Agreement prior to the Closing by giving written notice to Sellers if:
i. there has been a material violation or breach by either Seller of any agreement, covenant, representation or warranty contained in this Agreement, which violation or breach shall not have been cured or corrected within 5 days after receipt of notice thereof;
ii. the Purchasers are not satisfied in its sole discretion with the results of, and their due diligence investigations with respect to the Assets;
iii. in the event the Purchasers have not obtained on terms and conditions satisfactory to Purchasers in their sole discretion all of the financing it needs to consummate the transactions contemplated by this Agreement and fund the working capital requirements of BLTI and BioLargo and the Assets after the Closing; or
iv. any of the conditions in Section 6 have not been satisfied as of the Closing or if the Purchasers are made aware and determines in their reasonable discretion that any condition will not be satisfied as of the Closing (other than through the failure of the Purchasers to comply with its obligations under this Agreement) and the Purchasers have not expressly waived such condition in writing on or before the Closing.
Termination by the Purchasers. 24 ARTICLE VI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 26 6.1
Termination by the Purchasers. The Purchasers may terminate this Agreement
