Termination by Underwriter. (a) The Underwriter may terminate this -------------------------- Agreement in its absolute discretion if, (i) since the time of execution of this Agreement or if later, the respective dates as of which information is given in the Registration Statement, there has been any material adverse change, financial or otherwise, in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in the Underwriter's judgment, make it impracticable or inadvisable to market the Shares, or (ii) there shall have occurred any downgrading, or any notice shall have been given of (x) any intended or potential downgrading or (y) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act, or (iii) at any time (x) trading in securities on the New York Stock Exchange, 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) there shall have been a declaration of national emergency or war by or involving the United States 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 Underwriter's judgment, to make it impracticable or inadvisable to market the Shares in the manner contemplated by this Agreement, or (iv) the Common Stock shall have ceased to be registered under the Exchange Act or listed on the Exchange, or the Commission, the Exchange or the Company shall have initiated proceedings for such deregistration or delisting, or (v) at or prior to any Closing Date, the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder, or any other condition of the Underwriter's obligations hereunder in respect of such Closing Date is not fulfilled. If the Underwriter elects to terminate this Agreement pursuant to this Section 7(a), the Underwriter shall notify the Company promptly of such termination. Such termination shall be effective upon the Company's receipt of su...
Termination by Underwriter. The Underwriter shall have the right to cancel its obligation to purchase the Series 2023 Bonds if, between the date of this Bond Purchase Agreement and the Closing Date, the market price or marketability of such Series 2023 Bonds shall be materially adversely affected, in the sole judgment of the Underwriter, by the occurrence of any of the following:
Termination by Underwriter. If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company shall not be liable to the Underwriter for the loss of anticipated profits from the transactions contemplated by this Agreement. However, in such an event, the Company will reimburse the Underwriter for all out-of-pocket expenses (including reasonable fees and disbursements of its counsel) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereunder; provided, however, that if the Securities are not delivered by or on behalf of the Company solely as a result of the failure to satisfy the condition set forth in Section 6(c), the Company shall have no liability to the Underwriter except as provided in Section 4(j) and Section 7.
Termination by Underwriter. 12.1 At the election of the Underwriter (the Underwriter being hereafter in this Section 12 referred to as the “Terminating Underwriter”), the obligations of such Terminating Underwriter under this Agreement may be terminated and cancelled, without liability on their part, if, at any time prior to the Closing Time:
Termination by Underwriter. (1) The Underwriter shall also be entitled to terminate its obligation to purchase the Offered Shares by written notice to that effect to the Corporation at or prior to the Closing Time or the Option Closing Time, as applicable, if:
Termination by Underwriter either of eG or Xxxx, acting in accordance with, the provisions of this agreement, terminates or otherwise is released from its underwriting obligations under, and in accordance with, the provisions of this agreement, other than as a result of either eG or Xxxx performing their respective obligations under clause 8.4 or as contemplated in clause 8.6(a) or 8.6(b) of this agreement;
Termination by Underwriter. This Bond Purchase Agreement may be terminated in writing by the Underwriter if any of the following shall occur: (i) this Bond Purchase Agreement shall not have been accepted by the Issuer or the Borrower within the time herein provided; (ii) the Series 2018C Bonds and all of the closing documents shall not have been delivered as provided herein as of 12:00 P.M., Minneapolis, Minnesota time on the date of Closing; (iii) legislation shall be enacted, or favorably reported out of committee to, either House of the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a regulation or ruling shall be issued or proposed by or on behalf of the Treasury Department of the United States, the Internal Revenue Service of the United States, or any other agency of the Federal government having jurisdiction, or a release or official statement shall be issued by the Treasury Department of the United States, the Internal Revenue Service of the United States, or any other agency of the Federal government having jurisdiction, with respect to Federal taxation upon interest received on obligations of the character of the Series 2018C Bonds to the effect that interest on obligations of the general character of the Series 2018C Bonds shall not be exempt from federal income taxes, or that securities of the general character of the Series 2018C Bonds shall not be exempt from registration under the Securities Act of 1933, as amended, or that the Indenture shall not be exempt from qualification under the Trust Indenture Act of 1939, as amended;
Termination by Underwriter
