Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 20 contracts
Samples: Exhibit 99 (Muniholdings New York Insured Fund Iii Inc), Purchase Agreement (Muniholdings New Jersey Insured Fund Iii Inc), Purchase Agreement (Muniholdings Florida Insured Fund Iv)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserInvestment Manager, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares AMPS or to enforce contracts for the sale of the SharesAMPS, or (iii) if trading in any securities the shares of common stock of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 14 contracts
Samples: Auction Agency Agreement (Cohen & Steers Advantage Income Realty Fund Inc), Agreement (Cohen & Steers Advantage Income Realty Fund Inc), Auction Agency Agreement (Cohen & Steers Select Utility Fund Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundVentas, at any time at or prior to the Closing Time Time, (i) if there has been, since the time of execution of this Agreement Execution Time or since the respective dates as of which information is given in the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserMaterial Adverse Effect, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityGovernmental Entity, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 12 contracts
Samples: Underwriting Agreement (Ventas, Inc.), Underwriting Agreement (Ventas, Inc.), Underwriting Agreement (Ventas, Inc.)
Termination; General. The Underwriter Sales Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterSales Manager, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange Exchange, the NYSE or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 10 contracts
Samples: Equity Distribution Agreement (Hercules Capital, Inc.), Equity Distribution Agreement (Hercules Capital, Inc.), Equity Distribution Agreement (Hercules Capital, Inc.)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundVentas, at any time at or prior to the Closing Time Time, (i) if there has been, since the time of execution of this Agreement Execution Time or since the respective dates as of which information is given in the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserMaterial Adverse Effect, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 9 contracts
Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc)
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterUnderwriters, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the common stock of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York Stock Exchange or in the Nasdaq National Market markets has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NYSE or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York state authorities.
Appears in 8 contracts
Samples: Underwriting Agreement (Main Street Capital CORP), Underwriting Agreement (Main Street Capital CORP), Underwriting Agreement (Main Street Capital CORP)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeAMEX, or if trading generally on the American New York Stock Exchange or the New York Stock Exchange AMEX or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 8 contracts
Samples: Purchase Agreement (Neuberger Berman Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman California Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman New York Intermediate Municipal Fund Inc)
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterUnderwriters, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York Stock Exchange or in the Nasdaq National Market markets has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NYSE or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York state authorities.
Appears in 7 contracts
Samples: Purchase Agreement (Main Street Capital CORP), Underwriting Agreement (Main Street Capital CORP), Underwriting Agreement (Main Street Capital CORP)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares AMPS or to enforce contracts for the sale of the SharesAMPS, or (iii) if trading in any securities the shares of common stock of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeAMEX, or if trading generally on the American New York Stock Exchange or the New York Stock Exchange AMEX or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 6 contracts
Samples: Purchase Agreement (Neuberger Berman Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman California Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman New York Intermediate Municipal Fund Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the any Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 6 contracts
Samples: Purchase Agreement (ING Global Advantage & Premium Opportunity Fund), Purchase Agreement (Ts&w / Claymore Tax-Advantaged Balanced Fund), Purchase Agreement (Advent/Claymore Enhanced Growth & Income Fund)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendment or supplement thereto made after the time of the execution and delivery of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 5 contracts
Samples: Purchase Agreement (Potomac Electric Power Co), Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Pepco Holdings Inc)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq Global Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 5 contracts
Samples: Underwriting Agreement (Idenix Pharmaceuticals Inc), Purchase Agreement (Idenix Pharmaceuticals Inc), Purchase Agreement (Orexigen Therapeutics, Inc.)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, been (A) since the time date of execution of this Agreement the latest audited balance sheet included in the Disclosure Package and except as disclosed therein or (B) since the respective dates as of which information is given in the ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market offer, sell or deliver the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Global Market or the NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said such exchanges or by with respect to such system markets or by order of the Commission, the National Association of Securities Dealers, Inc. Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal federal or New York authorities.
Appears in 4 contracts
Samples: Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Potomac Electric Power Co), Purchase Agreement (Atlantic City Electric Co)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Missouri authorities.
Appears in 4 contracts
Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp), Tortoise Energy Capital Corp, Tortoise Energy Infrastructure Corp
Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE or such other national securities exchange upon which the Fund's securities trade, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 4 contracts
Samples: Purchase Agreement (Muniholdings Fund Inc), Purchase Agreement (Muniyield Arizona Fund Inc /Nj/), Purchase Agreement (Muniyield Pennsylvania Fund)
Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York California authorities.
Appears in 4 contracts
Samples: Purchase Agreement (Muniholdings California Insured Fund Iv Inc), Purchase Agreement (Muniholdings Insured Fund Iii Inc), Purchase Agreement (Muniholdings Insured Fund Ii Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change (or event involving a prospective change) in the condition, financial or otherwise, or in the earningsresults of operations, or business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market offer, sell and deliver the Shares or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited (other than to provide for an orderly market), or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 4 contracts
Samples: Underwriting Agreement (Tampa Electric Co), Underwriting Agreement (Tampa Electric Co), Underwriting Agreement (Tampa Electric Co)
Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Preliminary Prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the conditionMaterial Adverse Effect, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York NASDAQ Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityGovernmental Entity, (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or Federal, New York or Bermuda authorities.
Appears in 4 contracts
Samples: Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time if (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of new hostilities or escalation thereof of hostilities or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said such exchanges or by such system market or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) a banking moratorium has been declared by either Federal or New York authorities.
Appears in 4 contracts
Samples: Underwriting Agreement (Symmetry Holdings Inc), Underwriting Agreement (Symmetry Holdings Inc), Underwriting Agreement (Symmetry Holdings Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, been (A) since the time date of execution of this Agreement the latest audited balance sheet included in the Disclosure Package and except as disclosed therein or (B) since the respective dates as of which information is given in the ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market offer, sell or deliver the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or the NYSE Alternext U.S. or in the Nasdaq National NASDAQ Global Market or the NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any either of said such exchanges or by Nasdaq Stock Market, Inc. with respect to such system markets or by order of the Commission, the National Association of Securities Dealers, Inc. Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal federal or New York authorities.
Appears in 4 contracts
Samples: Underwriting Agreement (UNS Energy Corp), Underwriting Agreement (Unisource Energy Corp), Purchase Agreement (Pepco Holdings Inc)
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterUnderwriters, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 4 contracts
Samples: Purchase Agreement (Hilton Hotels Corp), Hilton Hotels Corp, Hilton Hotels Corp
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 4 contracts
Samples: Purchase Agreement (Activision Inc /Ny), Purchase Agreement (Metawave Communications Corp), Purchase Agreement (24/7 Media Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the an Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 4 contracts
Samples: Purchase Agreement (First Trust/Fiduciary Asset Management Covered Call Fund), Purchase Agreement (First Trust Four Corners Senior Floating Rate Income Fund Ii), First Trust/Aberdeen Global Opportunity Income Fund
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Kansas authorities.
Appears in 4 contracts
Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp), Underwriting Agreement (Tortoise Energy Capital Corp), Underwriting Agreement (Tortoise Energy Infrastructure Corp)
Termination; General. The Underwriter Xxxxx Fargo may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its Subsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterXxxxx Fargo, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange Exchange, the NYSE or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 4 contracts
Samples: Equity Distribution Agreement (Colonial Realty Limited Partnership), Equity Distribution Agreement (Colonial Realty Limited Partnership), Equity Distribution Agreement (Colonial Realty Limited Partnership)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserManagers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 3 contracts
Samples: Purchase Agreement (PIMCO Global StocksPLUS & Income Fund), Purchase Agreement (PIMCO Floating Rate Strategy Fund), Transfer Agency Services Agreement (Pimco Floating Rate Income Fund)
Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (ivIV) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 3 contracts
Samples: Purchase Agreement (Muniholdings New York Insured Fund Iii Inc), Purchase Agreement (Muniholdings New York Insured Fund Iv Inc), Purchase Agreement (Muniholdings New York Insured Fund Iii Inc)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 3 contracts
Samples: Underwriting Agreement (Healthcare Acquisition Partners Corp.), Underwriting Agreement (Healthcare Acquisition Partners Corp.), Underwriting Agreement (Healthcare Acquisition Partners Corp.)
Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to the Closing Time (i) if there has beenoccurred, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the AdviserCompany and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, business or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares Preferred Securities or to enforce contracts for the sale of the SharesPreferred Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal federal or New York Massachusetts authorities.
Appears in 3 contracts
Samples: Underwriting Agreement (Independent Bank Corp), Underwriting Agreement (Independent Capital Trust Iii), Underwriting Agreement (Independent Capital Trust Ii)
Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE or such other national securities exchange upon which the Fund's securities trade, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 3 contracts
Samples: Purchase Agreement (Muniyield New Jersey Fund Inc), Purchase Agreement (Muniyield Fund Inc), Purchase Agreement (Munivest Fund Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 3 contracts
Samples: Purchase Agreement (Information Holdings Inc), Purchase Agreement (Information Holdings Inc), Information Holdings Inc
Termination; General. The Underwriter Any Agent, Forward Seller or Forward Purchaser may terminate this Agreement Agreement, by notice to the FundCompany and the other parties hereto, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise), or in the prospects, earnings, business affairs or business prospects properties of the Fund or the AdviserCompany and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwritersuch Agent, Forward Seller or Forward Purchaser, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Placement Shares has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or (iv) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NYSE has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, fixed or maximum ranges for prices for securities have been required, required by any of said exchanges or by such system the NYSE or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal federal or New York authorities.
Appears in 3 contracts
Samples: Equity Distribution Agreement (CMS Energy Corp), Equity Distribution Agreement (CMS Energy Corp), Equity Distribution Agreement (CMS Energy Corp)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserManager, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Stock of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Chartwell Dividend & Income Fund Inc), Chartwell Dividend & Income Fund Inc
Termination; General. The Underwriter Sales Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterSales Manager, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Harvest Capital Credit Corp), Equity Distribution Agreement (Harvest Capital Credit Corp)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholders, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the reasonable judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York NASDAQ Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (v) if a banking moratorium has been declared by either Federal or Federal, New York or Michigan authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Talmer Bancorp, Inc.), Underwriting Agreement (Talmer Bancorp, Inc.)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects judgment of the Fund Representative is material and adverse and makes it impractical or inadvisable to market the Adviser, whether or not arising in the ordinary course of businessSecurities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in on the Nasdaq National Global Market of NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Pharmasset Inc), Underwriting Agreement (Pharmasset Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, conditions in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Nasdaq Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal federal, California or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Turner Paul H), Purchase Agreement (Simons Stephen W)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange, the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedsuspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system exchange or by order of the Commission, the National Association of Securities Dealers, Inc. Commission or any other governmental authority, authority or (iv) if a banking moratorium has been declared by either Federal federal or New York State authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Frontier Insurance Group Inc), Frontier Insurance Group Inc
Termination; General. The Underwriter Sales Agent may terminate this Agreement only as to the Sales Agent by written notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or Company, the AdviserOperating Partnership and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterSales Agent, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Shares has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NYSE has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Healthcare Trust of America Holdings, LP), Equity Distribution Agreement (Healthcare Trust of America Holdings, LP)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionscrisis, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Capital Securities or to enforce contracts for the sale of the SharesCapital Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Bankboston Capital Trust Iii), Purchase Agreement (Bankboston Capital Trust V)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessa Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq Global Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Iconix Brand Group, Inc.)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Rhythms Net Connections Inc), Purchase Agreement (Rhythms Net Connections Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Tennessee authorities.
Appears in 2 contracts
Samples: RMK Strategic (RMK Strategic Income Fund Inc), Underwriting Agreement (RMK High Income Fund Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to Closing Time (i) if there has been, since the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Preferred Securities or to enforce contracts for the sale of the SharesPreferred Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or Illinois State authorities.
Appears in 2 contracts
Samples: Bank One Capital Iv, Bank One Capital Iii
Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the UnderwriterXxxxx Xxxxxxxx, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York The NASDAQ Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National The NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal Federal, Indiana or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (River Valley Bancorp), Underwriting Agreement (River Valley Bancorp)
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany and the Advisor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASDAQ or any other governmental authority, (iv) if material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (FIDUS INVESTMENT Corp), Underwriting Agreement (FIDUS INVESTMENT Corp)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Healthcare Acquisition Partners Corp.), Underwriting Agreement (Healthcare Acquisition Partners Corp.)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the ProspectusPreliminary Offering Memorandum, the Disclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York or Virginia authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Norfolk Southern Corp), Purchase Agreement (Norfolk Southern Corp)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York American Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Tremisis Energy Acquisition CORP II), Purchase Agreement (Tremisis Energy Acquisition CORP II)
Termination; General. The Underwriter U.S. Representatives may terminate this Agreement Agreement, by notice to the FundCompanies, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the U.S. Prospectus, any material adverse change in the condition, financial Dura Material Adverse Effect or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserSDC II Material Adverse Effect, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterU.S. Representatives, impracticable to market the Shares Units or to enforce contracts for the sale of the SharesUnits, or (iii) if trading in any securities of the Fund Companies has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or California authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Dura Pharmaceuticals Inc/Ca), Purchase Agreement (Dura Pharmaceuticals Inc/Ca)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundOperating Partnership and the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, the Prospectus or the Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Operating Partnership or the Company has been suspended or materially limited by the Commission or the New York Stock Exchange or the Pacific Exchange, or if trading generally on the American Stock Exchange NYSE Amex Equities or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityauthority or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either U.S. Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co Inc)
Termination; General. The Underwriter Citigroup may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterCitigroup, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE MKT, the NYSE or the New York Nasdaq Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited or minimum prices shall have been established on any of such exchanges, or minimum a material disruption has occurred in commercial banking or maximum prices for trading have been fixed, securities settlement or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of clearance services in the Commission, the National Association of Securities Dealers, Inc. or any other governmental authorityUnited States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.), Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Ubid Inc), Eden Bioscience Corp
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketselsewhere, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Texas authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Cross Timbers Oil Co), Purchase Agreement (Cross Timbers Oil Co)
Termination; General. The Underwriter Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterManager, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE American, the NYSE or the New York NASDAQ Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Geo Group Inc), Equity Distribution Agreement (Geo Group Inc)
Termination; General. The Underwriter Representative may terminate this Agreement by notice to the Fund, Company and the Selling Shareholder at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Amgen Inc), Purchase Agreement (Regeneron Pharmaceuticals Inc)
Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis (including without limitation an act of terrorism) or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Gillette Co), Underwriting Agreement (Gillette Co)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time the First Delivery Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or Company and the AdviserSubsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited or the Nasdaq National Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Letter Agreement (Province Healthcare Co), Purchase Agreement (Province Healthcare Co)
Termination; General. The Underwriter Each Agent may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwritersuch Agent, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaqGM, or (iv) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NasdaqGM has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system exchange or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Synalloy Corp), Equity Distribution Agreement (Synalloy Corp)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Termination; General. The Underwriter BTIG may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterBTIG, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE MKT, the NYSE or the New York Nasdaq Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited or minimum prices shall have been established on any of such exchanges, or minimum a material disruption has occurred in commercial banking or maximum prices for trading have been fixed, securities settlement or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of clearance services in the Commission, the National Association of Securities Dealers, Inc. or any other governmental authorityUnited States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.), Equity Distribution Agreement (Blackstone Mortgage Trust, Inc.)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Tennessee authorities.
Appears in 2 contracts
Samples: RMK Multi (RMK Multi-Sector High Income Fund Inc), Underwriting Agreement (RMK Advantage Income Fund, Inc.)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, Time of Sale Information or the Prospectus (exclusive of any amendment or supplement thereto or documents incorporated by reference therein that are filed after the date hereof), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Notes or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, Exchange or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities DealersNASD, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Xerox Corp), Underwriting Agreement (Xerox Corp)
Termination; General. The Underwriter ------------------------- --------------------- Representatives may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to Closing Time (i) if there has been, since the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Designated Securities or to enforce contracts for the sale of the SharesDesignated Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or Illinois State authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Bank One Corp), Bank One Corp
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects reasonable judgment of the Fund Representatives is material and adverse and makes it impractical or inadvisable to market the AdviserSecurities, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ Global Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Hyperion Therapeutics Inc), Underwriting Agreement (Hyperion Therapeutics Inc)
Termination; General. The Lead Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this the applicable Terms Agreement or since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis (including without limitation an act of terrorism) or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Lead Underwriter, impracticable or inadvisable to market the Shares Offered Securities or to enforce contracts for the sale of the SharesOffered Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Gillette Co, Gillette Co
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to Closing Time (i) if there has been, since the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Designated Securities or to enforce contracts for the sale of the SharesDesignated Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or Illinois State authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (Bank One Corp), Underwriting Agreement (Bank One Capital V)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Units or to enforce contracts for the sale of the SharesUnits, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Advanced Radio Telecom Corp, Advanced Radio Telecom Corp
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany and the Advisor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the Prospectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASDAQ or any other governmental authority, (iv) if material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Underwriting Agreement (FIDUS INVESTMENT Corp), Underwriting Agreement (FIDUS INVESTMENT Corp)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or, a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.. (b)
Appears in 2 contracts
Samples: Purchase Agreement (Pepco Holdings Inc), Pepco Holdings Inc
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundTrust, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Blackrock Municipal 2018 Term Trust, Blackrock California Municipal 2018 Term Trust
Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or affairs, business prospects or properties of the Fund or the AdviserCompany and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Us Airways Inc), Purchase Agreement (Eastshore Aviation, LLC)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectusany Final Prospectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Nationwide Financial Services Inc/, Nationwide Financial Services Inc/
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at on or prior to Closing Time Issue Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Atlantic Broadband Management, LLC), Purchase Agreement (Language Line Costa Rica, LLC)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE or the PSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal Federal, California or New York authorities.
Appears in 2 contracts
Samples: Bedford Property Investors Inc/Md, Bedford Property Investors Inc/Md
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 2 contracts
Samples: Purchase Agreement (Williams Communications Group Inc), Williams Communications Group Inc
Termination; General. The Underwriter Placement Agent may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or ; (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterPlacement Agent, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the Shares, or Securities; (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. or any other governmental authority; (iv) a material disruption has occurred in commercial banking or securities or clearance, settlement or trading services in the United States; or (ivv) if a banking moratorium has been declared by either Federal Federal, New York, Maryland or New York California authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any outbreak of hostilities or escalation thereof or other calamity or crisis or any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time if (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus and on or prior to the Closing Time, any material adverse change in Material Adverse Change with respect to the conditionCompany and its subsidiaries, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, taken as a whole and whether or not arising in the ordinary course of business, or (ii) if since the date of this Agreement and on or prior to the Closing Time, (A) there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof of existing hostilities or other national or international calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case case, the effect of which on the financial securities markets of the United States is such as to make it, in the judgment of the UnderwriterUnderwriters, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iiiB) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or trading generally on the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market over-the-counter market has been suspended or materially limitedsuspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities generally have been required, by any of said exchanges or by such system exchange or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, authority or (ivC) if a general banking moratorium has been declared by either Federal or New York authorities. As used in this Section 9(a), the term "Prospectus" means the Prospectus in the form first used to confirm sales of the Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Commonwealth Telephone Enterprises Inc /New/)
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundDepositor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Depositor or the AdviserSeller, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Depositor, the Seller or any of their respective Affiliates has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, authority or (iv) if a banking moratorium has been declared by either Federal Federal, , North Carolina or New York authorities.
Appears in 1 contract
Samples: Pooled Auto Securities Shelf LLC
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundTrust, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeAMEX, or if trading generally on the American New York Stock Exchange or the New York Stock Exchange AMEX or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Initial Purchasers may terminate this Agreement Agreement, by written notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionscrisis, in each case the effect of which is such as to make it, in the judgment of the UnderwriterInitial Purchasers, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Samples: Einstein Noah Bagel Corp
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York state authorities.
Appears in 1 contract
Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the financial condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Company or of the AdviserMortgage Loan Seller, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable to market the Shares Certificates or to enforce contracts for the sale of the SharesCertificates, or (iii) if trading in any securities of the Fund Company or of the Mortgage Loan Seller has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in on the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Samples: Underwriting Agreement (Mortgage Pass Through Cert Series 1998-C3)
Termination; General. The Underwriter [ ] may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter[ ], impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE MKT, the NYSE or the New York NASDAQ Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement -------------------- Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and Creative, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company or Creative has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Samples: Purchase Agreement (Ubid Inc)
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, been (A) since the time date of execution of this Agreement the latest audited balance sheet included in the Disclosure Package and except as disclosed therein or (B) since the respective dates as of which information is given in the ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market offer, sell or deliver the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or the NYSE Alternext U.S. or in the Nasdaq National NASDAQ Global Market or the NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any either of said such exchanges or by Nasdaq Stock Market, Inc. with respect to such system markets or by order of the Commission, the National Association of Securities Dealers, Inc. Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time if (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange or the Chicago Stock Exchange, or if trading generally on the American New York Stock Exchange or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any either of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionscrisis, in each case the effect of which is such as to make it, in the reasonable judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said the exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Utah authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Nasdaq Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by written notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionscrisis, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Missouri authorities.
Appears in 1 contract
Samples: Underwriting Agreement (Tortoise North American Energy Corp)
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, otherwise or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchangeor, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, authority or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Final Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Wisconsin authorities.
Appears in 1 contract
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserInvestment Manager, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Samples: Form of Purchase Agreement (Cohen & Steers Quality Income Realty Fund Inc)
Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time or any Option Closing Time (if different from the Closing Date and then only as to Option Securities), (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterUnderwriters, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the common stock of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange NYSE or the New York Stock Exchange or in the Nasdaq National Market NASDAQ markets has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASDAQ or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York state authorities.
Appears in 1 contract
Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares AMPS or to enforce contracts for the sale of the SharesAMPS, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeAMEX, or if trading generally on the American New York Stock Exchange or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Samples: Evergreen Income Advantage Fund
Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal Federal, Illinois or New York authorities.
Appears in 1 contract
Samples: Purchase Agreement (Bally Total Fitness Holding Corp)
Termination; General. The Underwriter Representative(s) may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative(s), impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange[ ], or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
Appears in 1 contract
Samples: Exhibit 1 (Circus Finance Ii)