Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. (d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. (e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 15 contracts
Samples: Equity Distribution Agreement (TELA Bio, Inc.), Equity Distribution Agreement (Akoya Biosciences, Inc.), Equity Distribution Agreement (CVRx, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 6 contracts
Samples: Equity Distribution Agreement (Evofem Biosciences, Inc.), Equity Distribution Agreement (Aquestive Therapeutics, Inc.), Equity Distribution Agreement (Motus GI Holdings, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this This Agreement relating may be terminated at any time prior to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that Closing solely:
(i) with respect to any pending sale, through by the Agent for mutual written consent of Apple and the Company;
(ii) by the Stockholders or the Company, on the obligations one hand, or by Apple, on the other hand, if the transactions contemplated by this Agreement to take place at the Closing shall not have been consummated by December 31, 1997, unless the failure of such transactions to be consummated results from the willful failure of the party (or in the case of the Stockholders and the Company, including any of them) seeking to terminate this Agreement to perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing or thereafter on the IPO Closing Date;
(iii) by the Stockholders or the Company, on the one hand, or by Apple, on the other hand, if a material breach or default shall be made by the other party (or in respect of compensation the case of the AgentStockholders and the Company, shall remain any of them) in full force the observance or in the due and effect notwithstanding timely performance of any of the termination and covenants, agreements or conditions contained herein; or
(iiiv) the provisions of by Apple if it is entitled to do so as provided in Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.6.08;
(b) The Agent shall have This Agreement may be terminated after the right, Closing solely:
(i) by giving written notice as hereinafter specified, Apple or the Company if the Underwriting Agreement is terminated pursuant to terminate its terms after the provisions of this Agreement relating Closing and prior to the solicitation consummation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be IPO; or
(ii) automatically and without liability action on the part of any party to any other party except that hereto if the provisions IPO is not consummated within 15 New York City business days after the date of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationthe Closing.
(c) Unless earlier If this Agreement is terminated pursuant to this Section 712.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect. If this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless is terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement this Section 12.01 after the Certificate of Merger has been filed with the Secretary of State of the parties; provided State of California, but before the IPO has been consummated, Apple will take all actions that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 Counsel for the Company and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice Stockholders advises Apple are required by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale applicable laws of the Shares, such sale shall settle State of California in accordance with order to rescind the provisions of Section 2(a)(vii) of this AgreementMerger.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Apple Orthodontix Inc), Agreement and Plan of Reorganization (Apple Orthodontix Inc), Agreement and Plan of Reorganization (Apple Orthodontix Inc)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days' prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 4(g) and 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company and the Agent with respect to such pending sale of Shares, including in respect of compensation of the Agent and the Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 4(g), Section 6 and Section 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as specified herein, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of the last three sentences of Section 3(g), 4(g) and the entirety of Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company's default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect for a minimum of twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect; and provided, further, that in any event, the exclusivity provisions set forth in Section 3(a)(i) shall remain in effect for six (6) months from the date of this Agreement. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 3(a)(i), Section 3(a)(vii), Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 4 contracts
Samples: Equity Distribution Agreement (Top Ships Inc.), Equity Distribution Agreement (Top Ships Inc.), Equity Distribution Agreement (Castor Maritime Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 4 contracts
Samples: Equity Distribution Agreement (USWS Holdings LLC), Equity Distribution Agreement (U.S. Well Services, Inc.), Equity Distribution Agreement (OncoCyte Corp)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section Sections 3(g), Section 5 and Section 6 of this Agreement hereof shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section Sections 3(g), Section 5 and Section 6 of this Agreement hereof shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section Sections 3(g), Section 5 and Section 6 of this Agreement hereof shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections Section 7(a), (b7(b) or (c7(c) above hereof or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section Sections 3(g), Section 5 and Section 6 hereof shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreementhereof.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Aptevo Therapeutics Inc.), Equity Distribution Agreement (Aptevo Therapeutics Inc.), Equity Distribution Agreement (Aptevo Therapeutics Inc.)
Termination of this Agreement. A. This Agreement shall become effective on the date on which this Agreement is executed by the Placement Agent and the Company. After this Agreement becomes effective, any party may terminate it at any time for any reason by giving thirty (30) days written notice to the other party; provided, however, that this Agreement shall in any event automatically terminate at the first occurrence of any of the following events: (a) The Company shall have the righttermination of the Offering as described in the Memorandum; (b) the termination and liquidation of the Company; (c) the revocation or suspension of the Placement Agent’s license or registration to act as broker-dealer by any federal, by giving self-regulatory or state agency and such revocation or suspension is not cured within ten (10) days’ written notice as hereinafter specified, days from the date of such occurrence; or (d) the determination by any of the parties that there shall have been such change in the condition or prospects of the Company that would make it inadvisable to proceed with the Offering and sale of the Shares.
B. If any party hereto elects to terminate this Agreement as provided in this Section 8, all other parties hereto shall be notified promptly by the provisions terminating party pursuant to Section 9 of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of Agreement.
C. If this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier is terminated pursuant to this Section 78, this Agreement no party shall automatically terminate upon have any liability to any other party, other than for obligations, if any, pursuant to Section 3 and Section 5 hereof. Notwithstanding the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject foregoing, no fee, compensation or expense reimbursement may be paid to the conditions set forth herein, except that Placement Agent or any Participating Broker following the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice violation of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this AgreementFINRA Conduct Rule 5110(f)(2)(D).
Appears in 3 contracts
Samples: Placement Agent Agreement (CNL Strategic Capital, LLC), Placement Agent Agreement (CNL Strategic Capital, LLC), Placement Agent Agreement (CNL Strategic Capital, LLC)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this This Agreement relating may be terminated at any time prior to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that Closing solely:
(i) with respect to any pending sale, through by the Agent for mutual written consent of Apple and the Company;
(ii) by the Stockholders or the Company, on the obligations one hand, or by Apple, on the other hand, if the transactions contemplated by this Agreement to take place at the Closing shall not have been consummated by December 31, 1997, unless the failure of such transactions to be consummated results from the willful failure of the party (or in the case of the Stockholders and the Company, including any of them) seeking to terminate this Agreement to perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing or thereafter on the IPO Closing Date;
(iii) by the Stockholders or the Company, on the one hand, or by Apple, on the other hand, if a material breach or default shall be made by the other party (or in respect of compensation the case of the AgentStockholders and the Company, shall remain any of them) in full force the observance or in the due and effect notwithstanding timely performance of any of the termination and covenants, agreements or conditions contained herein; or
(iiiv) the provisions of by Apple if it is entitled to do so as provided in Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.6.08;
(b) The Agent shall have This Agreement may be terminated after the right, Closing solely:
(i) by giving written notice as hereinafter specified, Apple or the Company if the Underwriting Agreement is terminated pursuant to terminate its terms after the provisions of this Agreement relating Closing and prior to the solicitation consummation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be IPO; or
(ii) automatically and without liability action on the part of any party to any other party except that hereto if the provisions IPO is not consummated within 15 New York City business days after the date of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationthe Closing.
(c) Unless earlier If this Agreement is terminated pursuant to this Section 712.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect. If this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless is terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement this Section 12.01 after the Certificate of Merger has been filed with the Secretary of State of the parties; provided State of Texas, but before the IPO has been consummated, Apple will take all actions that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 Counsel for the Company and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice Stockholders advises Apple are required by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale applicable laws of the Shares, such sale shall settle State of Texas in accordance with order to rescind the provisions of Section 2(a)(vii) of this AgreementMerger.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Apple Orthodontix Inc), Merger Agreement (Apple Orthodontix Inc), Merger Agreement (Apple Orthodontix Inc)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Endologix Inc /De/), Equity Distribution Agreement (Gemphire Therapeutics Inc.), Equity Distribution Agreement (ChemoCentryx, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 4(g) and 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company and the Agent with respect to such pending sale of Shares, including in respect of compensation of the Agent and the Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 4(g), Section 6 and Section 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as specified herein, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of the last three sentences of Section 3(g), 4(g) and the entirety of Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect for a minimum of twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect; and provided, further, that in any event, the exclusivity provisions set forth in Section 3(a)(i) shall remain in effect for six (6) months from the date of this Agreement. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 3(a)(i), Section 3(a)(vii), Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Top Ships Inc.), Equity Distribution Agreement (Top Ships Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Designated Agent for the Company, the obligations of the Company, including in respect of compensation of the Designated Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. Upon termination of this Agreement, the Company shall not have any liability to the Agents for any discount, commission or other compensation with respect to any Shares not otherwise sold by the Agents under this Agreement.
(b) The Each Agent shall have the right, by giving ten (10) days’ written notice to the Company as hereinafter specified, to terminate the provisions of this Agreement with respect to such Agent’s rights and obligations under this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. For the avoidance of doubt, the termination by one Agent of its rights and obligation under this Agreement pursuant to this Section 7(b) shall not affect the rights and obligations of the other Agent under this Agreement.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Arvinas, Inc.), Equity Distribution Agreement (Arvinas, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this This Agreement relating may be terminated at any time prior to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that Closing solely:
(i) with respect to any pending sale, through by the Agent for mutual written consent of Apple and the Company;
(ii) by the Stockholders or the Company, on the obligations one hand, or by Apple, on the other hand, if the transactions contemplated by this Agreement to take place at the Closing shall not have been consummated by December 31, 1997, unless the failure of such transactions to be consummated results from the willful failure of the party (or in the case of the Stockholders and the Company, including any of them) seeking to terminate this Agreement to perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing or thereafter on the IPO Closing Date;
(iii) by the Stockholders or the Company, on the one hand, or by Apple, on the other hand, if a material breach or default shall be made by the other party (or in respect of compensation the case of the AgentStockholders and the Company, shall remain any of them) in full force the observance or in the due and effect notwithstanding timely performance of any of the termination and covenants, agreements or conditions contained herein; or
(iiiv) the provisions of by Apple if it is entitled to do so as provided in Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.6.08;
(b) The Agent shall have This Agreement may be terminated after the right, Closing solely:
(i) by giving written notice as hereinafter specified, Apple or the Company if the Underwriting Agreement is terminated pursuant to terminate its terms after the provisions of this Agreement relating Closing and prior to the solicitation consummation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be IPO; or
(ii) automatically and without liability action on the part of any party to any other party except that hereto if the provisions IPO is not consummated within 15 New York City business days after the date of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationthe Closing.
(c) Unless earlier If this Agreement is terminated pursuant to this Section 712.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect. If this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless is terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement this Section 12.01 after the Certificate of Merger has been filed with the Secretary of State of the parties; provided State of Pennsylvania, but before the IPO has been consummated, Apple will take all actions that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 Counsel for the Company and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice Stockholders advises Apple are required by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale applicable laws of the Shares, such sale shall settle State of Pennsylvania in accordance with order to rescind the provisions of Section 2(a)(vii) of this AgreementMerger.
Appears in 2 contracts
Samples: Merger Agreement (Apple Orthodontix Inc), Agreement and Plan of Reorganization (Apple Orthodontix Inc)
Termination of this Agreement. (a) The Company shall have the right, by giving ten five (105) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Motus GI Holdings, Inc.), Equity Distribution Agreement (Zynex Inc)
Termination of this Agreement. (a) The This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall have be permitted to terminate this Agreement if the rightfailure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by giving either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) days’ written Business Days of such notice as hereinafter specified(for the avoidance of any doubt, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party only become effective to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(gbinding on such breaching Investor ), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of If this Agreement relating is terminated pursuant to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g)9.14(a) above, Section 5 this Agreement shall become void and Section 6 have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall remain in full force and effect notwithstanding such terminationtermination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement Termination shall automatically terminate upon not affect the earlier to occur then accrued rights and obligations of the issuance Parties (including the right to damages for the breach, if any, giving rise to the termination and sale of all any other pre-termination breach by any of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(gParties), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that Notwithstanding any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior provision to the Settlement Date for any sale of the Sharescontrary, such sale shall settle in accordance with the provisions of Section 2(a)(vii1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.
Appears in 2 contracts
Samples: Series a Preferred Share Purchase Agreement (Lotus Technology Inc.), Series a Preferred Share Purchase Agreement (Lotus Technology Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten three (103) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Cellectar Biosciences, Inc.), Equity Distribution Agreement (Alaunos Therapeutics, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Sales Agreement (Larimar Therapeutics, Inc.), Sales Agreement (Larimar Therapeutics, Inc.)
Termination of this Agreement. (a) The This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (the Long Stop Date would be automatically extended to January 31, 2023 if the application for the consents, filings and/or registration with respect to such Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall have be permitted to terminate this Agreement if the rightfailure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by giving either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) days’ written Business Days of such notice as hereinafter specified(for the avoidance of any doubt, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party only become effective to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(gbinding on such breaching Investor), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of If this Agreement relating is terminated pursuant to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g)9.14(a) above, Section 5 this Agreement shall become void and Section 6 have no further effect with respect to the terminating Parties; provided. that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall remain in full force and effect notwithstanding such terminationtermination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement Termination shall automatically terminate upon not affect the earlier to occur then accrued rights and obligations of the issuance Parties (including the right to damages for the breach, if any, giving rise to the termination and sale of all any other pre-termination breach by any of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(gParties), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that Notwithstanding any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior provision to the Settlement Date for any sale of the Sharescontrary, such sale shall settle in accordance with the provisions of Section 2(a)(vii1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.
Appears in 2 contracts
Samples: Series a Preferred Share Purchase Agreement (Lotus Technology Inc.), Series a Preferred Share Purchase Agreement (Lotus Technology Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. Upon termination of this Agreement, the Company shall not have any liability to the Agent for any discount, commission or other compensation with respect to any Shares not sold by the Agent under this Agreement at the time of termination of such provisions.
(b) The Agent shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Fulcrum Therapeutics, Inc.), Equity Distribution Agreement (Fulcrum Therapeutics, Inc.)
Termination of this Agreement. (a) The This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”), provided that neither the Company nor the Investor shall have be permitted to terminate this Agreement if the rightfailure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement ; or (iii) by giving either the Company, on the one hand, or the Investor, on the other hand by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) days’ written notice as hereinafter specified, to terminate the provisions Business Days of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationnotice.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of If this Agreement relating is terminated pursuant to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g)9.14(a) above, Section 5 this Agreement shall become void and Section 6 have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall remain in full force and effect notwithstanding such terminationtermination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement Termination shall automatically terminate upon not affect the earlier to occur then accrued rights and obligations of the issuance Parties (including the right to damages for the breach, if any, giving rise to the termination and sale of all any other pre-termination breach by any of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(gParties), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that Notwithstanding any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior provision to the Settlement Date for any sale of the Sharescontrary, such sale shall settle in accordance with the provisions of Section 2(a)(vii1 (Definitions), Section 7.2.2 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11(Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.
Appears in 2 contracts
Samples: Series a Preferred Share Purchase Agreement (Lotus Technology Inc.), Series a Preferred Share Purchase Agreement (Lotus Technology Inc.)
Termination of this Agreement. This Agreement may be terminated:
(a) The as between the Company shall have on the rightone hand and any Series A-1 Investor on the other hand, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating at any time prior to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that Closing, (i) with respect to any pending sale, through by the Agent for the Company, the obligations mutual written consent of the CompanyCompany and such Series A-1 Investor, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and or (ii) by either the provisions Company or such Series A-1 Investor if the Closing shall not have occurred on or prior to December 31, 2017 (the “Outside Date”) or upon the termination of Section 3(g), Section 5 and Section 6 of the Restructuring Agreement in accordance with its terms prior to the Outside Date; provided that the right to terminate this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d10.17(a) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until available to any Party whose actions or omissions have been a cause of, or resulted in, the close failure of business the Closing to occur on the or before such date of receipt of such notice by the Agent or the Companytermination of the Restructuring Agreement, as the case may be. If such termination shall occur ;
(b) by any Series A-1 Investor, with respect to its own rights and obligations, at any time prior to the Settlement Date for Closing, (i) if any sale of the Sharesrepresentations and warranties made by any Warrantor or the Company contained in this Agreement or any other Transaction Documents fails to be true and correct in all material respects, without giving effect to any materiality qualifiers or references to materiality therein, (ii) if any Warrantor or the Company shall have breached or failed to comply with any of its material obligations under this Agreement or any other Transaction Document and, such sale failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall settle continue unremedied for a period of thirty (30) days after the Company or the Warrantors (as the case may be) has received written notice from such Series A-1 Investor of the occurrence of such failure or breach (provided that in accordance with no event shall such thirty (30) day period extend beyond the provisions Outside Date), or (iii) if the transactions to be undertaken in the restructuring set forth in Section 2.1.2 of Section 2(a)(viithe Restructuring Agreement have not been completed within thirty (30) Business Days after the date of this Agreement;
(c) by the Company on behalf of the Company and all the Warrantors with respect to the rights and obligations of a Series A-1 Investor, at any time prior to the Closing, (i) if any of the representations and warranties made by such Series A-1 Investor contained in this Agreement or any other Transaction Document fails to be true and correct in all material respects, without giving effect to any materiality qualifiers or references to materiality therein, or (ii) if such Series A-1 Investor shall have breached or failed to comply with any of its material obligations under this Agreement or any other Transaction Documents, and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of thirty (30) days after such Series A-1 Investor has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such thirty (30) day period extend beyond the Outside Date; and
(d) as among all Parties, by the written mutual consent of the Parties prior to the Closing. Any termination of this Agreement as between the Company on the one hand and any Series A-1 Investor on the other hand shall not impact the continuing validity of this Agreement being in full force and effect as between the Company on the one hand and any other Series A-1 Investor on the other hand. Upon termination of this Agreement under this Section 10.17, this Agreement shall forthwith become wholly void and of no effect with respect to the applicable Parties and the applicable Parties shall be released from all future obligations hereunder, except as otherwise expressly provided herein; provided that nothing herein shall relieve any Party from liability for any breach of this Agreement occurring prior to such termination.
Appears in 2 contracts
Samples: Series a 1 Preferred Share Purchase Agreement (OneSmart International Education Group LTD), Series a 1 Preferred Share Purchase Agreement (OneSmart International Education Group LTD)
Termination of this Agreement. (a) The This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022,_(the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall have be permitted to terminate this Agreement if the rightfailure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by giving either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) days’ written Business Days of such notice as hereinafter specified(for the avoidance of any doubt, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party only become effective to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(gbinding on such breaching Investor ), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of If this Agreement relating is terminated pursuant to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g)9.14(a) above, Section 5 this Agreement shall become void and Section 6 have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall remain in full force and effect notwithstanding such terminationtermination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement Termination shall automatically terminate upon not affect the earlier to occur then accrued rights and obligations of the issuance Parties (including the right to damages for the breach, if any, giving rise to the termination and sale of all any other pre-termination breach by any of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(gParties), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that Notwithstanding any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior provision to the Settlement Date for any sale of the Sharescontrary, such sale shall settle in accordance with the provisions of Section 2(a)(vii1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.
Appears in 2 contracts
Samples: Series a Preferred Share Purchase Agreement (Lotus Technology Inc.), Series a Preferred Share Purchase Agreement (Lotus Technology Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon thirty (30) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Applied UV, Inc.), Equity Distribution Agreement (Esports Entertainment Group, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) and 3(z) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last sentence of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last sentence thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until earlier than the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a)(vi) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Hemispherx Biopharma Inc), Equity Distribution Agreement (Epicept Corp)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent Agents for the Company, the obligations of the Company, including in respect of compensation of the AgentAgents, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent Agents shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Prothena Corp Public LTD Co), Equity Distribution Agreement (Prothena Corp Public LTD Co)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Fulgent Genetics, Inc.), Equity Distribution Agreement (Fulgent Genetics, Inc.)
Termination of this Agreement. (a) The This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall have be permitted to terminate this Agreement if the rightfailure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by giving either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) days’ written Business Days of such notice as hereinafter specified(for the avoidance of any doubt, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party only become effective to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(gbinding on such breaching Investor ), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of If this Agreement relating is terminated pursuant to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g)9.14(a) above, Section 5 this Agreement shall become void and Section 6 have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall remain in full force and effect notwithstanding such terminationtermination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement Termination shall automatically terminate upon not affect the earlier to occur then accrued rights and obligations of the issuance Parties (including the right to damages for the breach, if any, giving rise to the termination and sale of all any other pre-termination breach by any of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(gParties), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that Notwithstanding any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior provision to the Settlement Date for any sale of the Sharescontrary, such sale shall settle in accordance with the provisions of Section 2(a)(vii1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.
Appears in 2 contracts
Samples: Series a Preferred Share Purchase Agreement (Lotus Technology Inc.), Series a Preferred Share Purchase Agreement (Lotus Technology Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten five (105) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 2 contracts
Samples: Equity Distribution Agreement (InspireMD, Inc.), Equity Distribution Agreement (Inhibikase Therapeutics, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, right to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon ten (10) days’ prior written notice to Agent. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent or any of its sub-agent(s) or other designees for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent or any of its sub-agent(s) or other designees for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 2 contracts
Samples: At the Market Issuance Sales Agreement (BranchOut Food Inc.), At the Market Issuance Sales Agreement (Sigma Additive Solutions, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. Upon termination of this Agreement, the Company shall not have any liability to the Agent for any discount, commission or other compensation with respect to any Shares not otherwise sold by the Agent under this Agreement.
(b) The Agent shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 4(g) and 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company and the Agent with respect to such pending sale of Shares, including in respect of compensation of the Agent and the Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 4(g), Section 6 and Section 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as specified herein, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of the last three sentences of Section 3(g), 4(g) and the entirety of Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect for a minimum of twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Castor Maritime Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) and 3(z) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in Section 1 of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until earlier than the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a)(vi) of this Agreement.
(e) In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant to such Terms Agreement shall be subject to termination in the absolute discretion of the Agent, if, since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Base Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization”, as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the Time of Delivery, trading in securities on the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established, trading in the securities of the Company on the Nasdaq Global Market shall have been suspended, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Agent’s judgment, to make it impracticable to market the Shares. If the Agent elects to terminate its obligations pursuant to this Section 7(e), the Company shall be notified promptly in writing.
Appears in 1 contract
Samples: Equity Distribution Agreement (Array Biopharma Inc)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agents for the Company, then Sections 4(g) and 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agents for the Company, the obligations of the Company and the Agents with respect to such pending sale of Shares, including in respect of compensation of the Agents and the Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 4(g), Section 6 and Section 7 of this Agreement relating shall remain in full force and effect notwithstanding such termination.
(b) The Agents shall have the right, by giving written notice as specified herein, to the solicitation of offers to purchase the Shares terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions entirety of Section 3(g), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) shall remain in full force and effect notwithstanding such terminationonly if the Agents have terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect for a minimum of twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 3(a)(i), Section 3(a)(vii), Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Imperial Petroleum Inc./Marshall Islands)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of (i) the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth hereinherein and in the Terms Agreement, except that (ii) three years having elapsed since the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationRegistration Statement became effective pursuant to Rule 462 under the Securities Act or (iii) the Company becoming ineligible to use the Registration Statement.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
(f) In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant to such Terms Agreement shall be subject to termination in the absolute discretion of the Agent, if, since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Base Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization”, as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the Settlement Date, trading in securities on the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established, trading in the securities of the Company on the Nasdaq Global Market shall have been suspended, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Agent’s judgment, to make it impracticable to market the Shares. If the Agent elects to terminate its obligations pursuant to this Section 7(f), the Company shall be notified promptly in writing.
Appears in 1 contract
Samples: Equity Distribution Agreement (Tandem Diabetes Care Inc)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.. Upon termination of this Agreement, the Company shall not have any liability to the Agent for any discount, commission or other compensation with respect to any Shares not otherwise sold by the Agent under this Agreement
(b) The Agent shall have the right, by giving at least ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have This Agreement may be terminated and the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating Merger abandoned at any time prior to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that Closing Date:
(i) with respect to any pending sale, through the Agent for the Company, the obligations By mutual consent of the Company, including in respect Boards of compensation Directors of each of the Agent, shall remain in full force and effect notwithstanding the termination and Constituent Corporations;
(ii) By the provisions Board of Directors of either Constituent Corporation if:
(A) the Merger is not approved by the Commissioner and, unless otherwise directed by the Commissioner, by the requisite number of members of Bristol Town before November 15, 2023, or such later date as the Boards of Directors of the Constituent Corporations shall mutually agree;
(B) the other Constituent Corporation shall have engaged in any of the prohibited actions described under Section 3(g), Section 5 and Section 6 11 of this Agreement Agreement, or shall remain in full force have materially violated any of the representations or warranties contained herein, or if there shall have taken place any event or development after the date hereof which materially and effect notwithstanding adversely affects the business, operations, or properties of such terminationother corporation; or
(C) Such Constituent Corporation receives a Representation and Warranty Notice.
(b) The Agent shall have In the right, by giving written notice as hereinafter specified, to terminate event of the provisions termination of this Agreement relating under Sections 21(a)(ii), written notice thereof shall be given by the terminating Constituent Corporation to the solicitation of offers to purchase other Constituent Corporation specifying the Shares in its sole discretion at any time. Any provision hereof under which such termination shall be without liability is made. In the event of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 termination of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 721(a)(i), this Agreement shall automatically terminate upon the earlier to occur of the issuance be terminated and sale of all of the Shares through the Agent become void and have no effect, without any liability or obligation on the terms and subject to the conditions set forth hereinpart of either Constituent Corporation; provided, except however, that the provisions nothing herein shall relieve either party hereto of Section 3(g), Section 5 and Section 6 any liability for material breach of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Companyfraud, as the case may be. If such termination shall occur , prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon thirty (30) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent or any of its sub-agent(s) or other designees for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent or any of its sub-agent(s) or other designees for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twenty-four (24) months from the date hereof, by and between the Company and the Agent, unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (FingerMotion, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon ten (10) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to if the solicitation of offers to purchase the Shares Agent is not fully satisfied, in its sole discretion at any timediscretion, with the results of its and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Yield10 Bioscience, Inc.)
Termination of this Agreement.
(a) The Company shall have the right, by giving ten three (103) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the an Agent for the Company, the obligations of the Company, including in respect of compensation of the such Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(b) The Each Agent shall have the right, by giving written notice as hereinafter specified, to terminate with respect to itself the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect..
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the relevant Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement..
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent Agents for the Company, the obligations of the Company, including in respect of compensation of the AgentAgents, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Either Agent shall have the right, by giving ten (10) days written notice as hereinafter specified, to terminate the provisions of this Agreement solely with respect to such agent relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) and 3(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of (i) the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth hereinherein and in the Terms Agreement, except that (ii) three years having elapsed since the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationRegistration Statement became effective pursuant to Rule 462 under the Securities Act or (iii) the Company becoming ineligible to use the Registration Statement.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a)(vi) of this Agreement.
(f) In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant to such Terms Agreement shall be subject to termination in the absolute discretion of the Agent, if, since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Base Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization”, as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the Settlement Date, trading in securities on the NASDAQ Global Market shall have been suspended or limitations or minimum prices shall have been established, trading in the securities of the Company on the NASDAQ Global Market shall have been suspended, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Agent’s judgment, to make it impracticable to market the Shares. If the Agent elects to terminate its obligations pursuant to this Section 7(f), the Company shall be notified promptly in writing.
Appears in 1 contract
Samples: Equity Distribution Agreement (ReWalk Robotics Ltd.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all the Maximum Amount of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon 5 days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if Shares have been sold through the Agent for the Company, then Section 3(w) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to if the solicitation of offers to purchase the Shares Agent is not fully satisfied, in its sole discretion at any timediscretion, with the results of its and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g), ) and the entirety of Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for 12 months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement or, if lower, the Maximum Amount.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Applied Dna Sciences Inc)
Termination of this Agreement. (1) This Agreement may be terminated by:
(a) The the mutual written agreement of the Parties;
(b) the Company shall have or the rightPurchaser, if the Requisite Shareholder Approval is not obtained at the Meeting, provided that, the Company may not terminate this Agreement pursuant to this Section 7.2(1)(b) if the failure to obtain approval of the Requisite Shareholder Approval has been caused by, or is a result of, a breach by giving ten the Company of any of its representations or warranties or the failure of the Company to perform any of its covenants or agreements under this Agreement;
(10c) days’ written notice as hereinafter specifiedthe Company, prior to terminate the provisions approval of the Resolution, solely to the extent that termination of this Agreement relating is required in order to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) enter into an Alternative Transaction Agreement with respect to any pending salea Superior Proposal and in accordance with Section 5.3; provided however, through that the Agent for Company has complied with its obligations under Article 5;
(d) the Company, the obligations Seller or the Purchaser after the date of this Agreement, if any Law is enacted, made, enforced or amended, as applicable, that makes the completion of the Companytransactions contemplated by the Agreement illegal or otherwise permanently prohibits or enjoins the Parties from consummating such transactions and such Law has, including in respect if appealable, become final and non-appealable;
(e) the Purchaser, if the Company or the Seller breaches any representation or warranty set forth herein, and such breach is incapable of compensation being cured, or if the Company or the Seller fails to satisfy any of the Agent, shall remain covenants set forth in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 Article 4 of this Agreement shall remain in full force and effect notwithstanding such terminationon or prior to the Outside Date.
(b2) The Agent shall have the right, by giving written notice as hereinafter specified, Party desiring to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement 7.2 (other than pursuant to Section 7.2(1)(a)) shall automatically terminate upon the earlier to occur give written notice of the issuance and sale of all of the Shares through the Agent on the terms and subject such termination to the conditions set forth hereinother Parties, except that specifying in reasonable detail the provisions basis for such Party’s exercise of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationits termination right.
(d3) This Agreement Notwithstanding the foregoing, in the event that the Closing shall remain in full force and effect unless terminated pursuant not have occurred on or prior to Sections 7(a)the Outside Date, (b) or (c) above or otherwise by mutual agreement then each of the parties; provided that any such termination by mutual agreement parties hereto shall in all cases be deemed have the right to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of terminate its obligations under this Agreement shall be effective with respect to itself at any time on the date specified in such notice of termination; provided that such termination shall not be effective until or after the close of business on the such date of receipt without liability of such notice party to any other party; provided, however, (i) the right to terminate this Agreement under this Section 7.2(3) shall not be available to such Person if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the Agent or the Company, as the case may be. If result of such Person’s breach of this Agreement and (ii) no such termination shall occur prior affect any obligation of the Company under the Assignment and Assumption Agreement to reimburse the Settlement Date Seller for the expenses described in Section 10 of the Assignment and Assumption Agreement. Nothing contained in this Section 7.2 shall be deemed to release any party from any liability for any sale breach by such party of the Shares, such sale shall settle in accordance with the terms and provisions of Section 2(a)(vii) this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this AgreementAgreement or the other Transaction Documents.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) five days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving five days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Nine Energy Service, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon five (5) business days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to by giving five (5) business days’ prior written notice, if the solicitation of offers to purchase the Shares Agent is not fully satisfied, in its sole discretion at any timediscretion, with the results of its and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten three (103) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all the Maximum Amount of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (SeaSpine Holdings Corp)
Termination of this Agreement. (a) 6.1. The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of Parties agree that this Agreement relating to shall stand automatically terminated without any further action or deed required on the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability part of any party to any other party except that Party, on the (i) with earlier of the Drop Dead Date, or the date on which the Board decides not to undertake the IPO, or termination of the SHA, or (ii) such other date as agreed to amongst the Parties in writing.
6.2. With respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7Party, this Agreement shall stand automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent terminated, without any further action or deed required on the terms and part of any other Party, upon such Party ceasing to hold any Shares in the Company, subject to the conditions set forth herein, except that surviving rights and obligations of such Party which accrue on or prior to the provisions date of Section 3(g), Section 5 and Section 6 such Party ceasing to be a Shareholder.
6.3. In case of termination of this Agreement in accordance with Section 6.1, all amendments to the SHA and the Articles of Association, under or pursuant to this Agreement, and any other action taken pursuant to this Agreement and all waivers granted in connection with the SHA (in relation to the IPO), shall remain automatically cease to have effect, and the Parties shall act in full force and accordance with Section 6.5 to give effect notwithstanding such terminationto the aforesaid.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any 6.4. The termination of this Agreement shall be effective without prejudice to the accrued rights and obligation of the Parties hereunder prior to such termination.
6.5. In case of termination of this Agreement in accordance with Section 6.1, the Parties agree that the provisions of the SHA (as existing prior to the execution of this Agreement) shall:
(i) immediately and automatically stand reinstated, with full force and effect, without any further action or deed required on the part of any Party; and (ii) be deemed to have been in force during the period between date specified in such notice of termination; provided that such termination shall not be effective until the close execution of business on this Agreement and the date of receipt termination of this Agreement, without any break or interruption whatsoever. To the extent any specific actions cannot be reversed to status quo ante, the Parties will mutually engage in good faith discussions to ensure that, to the fullest extent possible under applicable Law, all of the rights and privileges of the Parties are reinstated to the position they would have been without such notice by actions, including the Agent or alteration of the Company, Articles of Association to reinstate the rights of Parties as the case may be. If such termination shall occur are available immediately prior to the Settlement Date for date of execution of this Agreement. Provided that termination of this Agreement will not affect the validity or legality of any sale actions undertaken prior to the termination pursuant to the waivers, consents and amendments agreed pursuant to this Agreement. Each Party severally agrees to take all necessary steps and perform all necessary actions, as may be required, including an amendment to the SHA, the Articles of Association to reinstate the rights and re-constitution of the SharesBoard, such sale to give effect to the aforesaid and the Company shall settle in accordance with take all steps to convene the provisions meetings of Section 2(a)(viithe Board and Shareholders within 30 (thirty) days of the date of termination of this Agreement.
Appears in 1 contract
Samples: Shareholder Agreements
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party and shall terminate each party’s obligations hereunder, except that (i) with respect to any pending sale, sale through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agentincluding, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding the termination such termination; and (ii) the provisions of Section 3(g1 (with respect to sales of Shares made prior to the date of termination), Section 5 3 (with respect to fees payable to Agent for sales of Shares made prior to the date of termination), Section 4 (with respect to sales of Shares made prior to the date of termination), Section 6, Section 11 and Section 6 12 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through the Agent for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 3(g)1, Section 5 3, Section 4, Section 6, Section 9, Section 11 and Section 6 12 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect until and unless terminated pursuant to Sections 7(a), (bSection 13(a) or (cb) above or otherwise by mutual agreement of the parties, and shall automatically terminate upon the earlier of (i) July 28, 2012 and (ii) such time as all Shares contemplated to be sold in connection herewith have been sold; provided provided, that any such termination by mutual agreement or automatically pursuant to this clause (c) shall in all cases be deemed to provide that Section 3(g)1, Section 5 3, Section 4, Section 6, Section 11 and Section 6 12 of this Agreement shall remain in full force and effect.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of terminationtermination or upon the consummation of the final sale of Shares; provided provided, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be, in the case of any termination pursuant to Section 13(a) or (b). If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement4.
Appears in 1 contract
Samples: Sales Agency Agreement (Chicago Bridge & Iron Co N V)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ ' written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) . The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) . Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) . This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) . Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Seelos Therapeutics, Inc.)
Termination of this Agreement. (a) 5.1. The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of Parties agree that this Agreement relating to shall stand automatically terminated without any further action or deed required on the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability part of any party to any other party except that Party, upon the earlier of (“Long Stop Date”):
(i) with respect the IPO not being consummated on or before July 15, 2022; or
(i) the date on which the Board decides not to any pending sale, through undertake the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and IPO; or
(ii) the provisions date on which there is an increase or decrease in the IPO size which triggers a re-filing of Section 3(g)the draft red xxxxxxx prospectus in terms of Schedule XVI of the SEBI ICDR Regulations, Section 5 and Section 6 of this Agreement shall remain unless otherwise mutually agreed between the Parties, or such other date as agreed to amongst the Parties in full force and effect notwithstanding such terminationwriting.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time5.2. Any such termination shall be without liability of any party With respect to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7Party, this Agreement shall stand automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent terminated, without any further action or deed required on the terms and part of any other Party, upon such Party ceasing to hold any Shares in the Company, subject to the conditions set forth herein, except that surviving rights and obligations of such Party which accrue on or prior to the provisions date of Section 3(g), Section 5 and Section 6 such Party ceasing to be a Shareholder.
5.3. In case of termination of this Agreement in accordance with Clause 5.1, all amendments to the SHA and the Articles, under or pursuant to this Agreement, and any other action taken pursuant to this Agreement and all waivers granted in connection with the SHA (in relation to the IPO), shall remain automatically cease to have effect, and the Parties shall act in full force and accordance with Clause 5.5 to give effect notwithstanding such terminationto the aforesaid.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any 5.4. The termination of this Agreement shall be effective without prejudice to the accrued rights and obligation of the Parties hereunder prior to such termination.
5.5. In case of termination of this Agreement in accordance with Clause 5.1, the Parties agree that the provisions of the SHA (as existing prior to the execution of this Agreement) shall:
(i) immediately and automatically stand reinstated, with full force and effect, without any further action or deed required on the part of any Party; and (ii) be deemed to have been in force during the period between date specified in such notice of termination; provided that such termination shall not be effective until the close execution of business on this Agreement and the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement, without any break or interruption whatsoever. To the extent any specific actions cannot be reversed to status quo ante, the Parties will mutually engage in good faith discussions to ensure that, to the fullest extent possible under applicable Law, all of the rights and privileges of the Parties are reinstated to the position they would have been without such actions. Each Party severally agrees to take all necessary steps and perform all necessary actions, as may be required, including an amendment to the SHA, the Articles to reinstate the rights and re-constitution of the Board, to give effect to the aforesaid and the Company shall take all steps to convene the meetings of the Board and Shareholders within 30 (thirty) days of the Long Stop Date for this purpose.
Appears in 1 contract
Samples: Shareholder Agreement
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through Evercore for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 5 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 2, Section 4(b) and Section 9 of this Agreement relating shall remain in full force and effect notwithstanding such termination.
(b) Evercore shall have the right, by giving written notice as hereinafter specified, to the solicitation of offers to purchase the Shares terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, sale through the Agent Evercore for the Company, the obligations of the Company, including in respect of compensation of the Agentincluding, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g)but not limited to, its obligations under Section 5 and Section 6 of this Agreement above, shall remain in full force and effect notwithstanding such termination.
; and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g)2, Section 5 4(b) and Section 6 9 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect until and unless terminated hereunder pursuant to Sections 7(a), (bSection 12(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 3(g)2, Section 5 4(b) and Section 6 9 of this Agreement shall remain in full force and effect.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Evercore or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement5.
Appears in 1 contract
Samples: Equity Distribution Agreement (Ion Geophysical Corp)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ a 15 day prior written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 4(g), 4(o) and 4(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 3(g4(g), Section 5 4(o), Section 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g4(g) and the entirety of Section 4(o), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 4(o), Section 6 and Section 6 7 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until earlier than 15 days after the close of business on the date of receipt of such notice by the Agent or the close of business on the date of receipt of such notice by the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a)(vi) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Recon Technology, LTD)
Termination of this Agreement.
(a) The Company shall have the right, by giving ten three (103) days’ day’s written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), ) Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(b) The Agent shall have the right, by giving three (3) day’s written notice as hereinafter specified, to terminate the provisions of this Agreement solely with respect to such agent relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), ) Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), ) Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect..
(e) Any termination of this Agreement shall be effective as of the close of business on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement..
Appears in 1 contract
Samples: Equity Distribution Agreement (Sigilon Therapeutics, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through Rxxx for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 5 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 4(b), Section 9, Section 10 and Section 16 of this Agreement relating shall remain in full force and effect notwithstanding such termination.
(b) Rxxx shall have the right, by giving written notice as hereinafter specified, to the solicitation of offers to purchase the Shares terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, sale through the Agent Rxxx for the Company, the obligations of the Company, including in respect of compensation of the Agentincluding, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g)but not limited to, its obligations under Section 5 and Section 6 of this Agreement above, shall remain in full force and effect notwithstanding such termination.
; and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g4(b), Section 5 9, Section 10 and Section 6 16 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect until and unless terminated hereunder pursuant to Sections 7(a), (bSection 12(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 3(g4(b), Section 5 9, Section 10 and Section 6 16 of this Agreement shall remain in full force and effect.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Rxxx or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement5.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon 15 days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if Shares have been sold through the Agent for the Company, then Section 3(w) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to if the solicitation of offers to purchase the Shares Agent is not fully satisfied, in its sole discretion at any timediscretion, with the results of its and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g), ) and the entirety of Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for 6 months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement or, if lower, the Maximum Amount.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Sonoma Pharmaceuticals, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 4(g) and 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany and the Agent with respect to such pending sale of Shares, including in respect of compensation of the AgentAgent and the Net Proceeds of the Company, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 3(g4(g), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specifiedspecified herein, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions entirety of Section 3(g), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) shall remain in full force and effect notwithstanding such terminationonly if the Agent have terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for a minimum of twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 3(a)(i), Section 3(a)(vii), Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (SAI.TECH Global Corp)
Termination of this Agreement. (a) The Company shall have the right, by giving ten three (103) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the an Agent for the Company, the obligations of the Company, including in respect of compensation of the such Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Each Agent shall have the right, by giving written notice as hereinafter specified, to terminate with respect to itself the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the relevant Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 5, Section 6, Section 13 and Section 6 14 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Sales Agreement (Surrozen, Inc./De)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) five days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Co-Diagnostics, Inc.)
Termination of this Agreement.
(a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent Agents for the Company, the obligations of the Company, including in respect of compensation of the AgentAgents, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(b) The Agent Agents shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect..
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement..
Appears in 1 contract
Samples: Equity Distribution Agreement (Independence Contract Drilling, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g4(f), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g4(f), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 78, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g4(f), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a8(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(f), Section 5 6 and Section 6 7 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a)(vii) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through Rxxx for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 5 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 2, Section 4(b) and Section 9 of this Agreement relating shall remain in full force and effect notwithstanding such termination.
(b) Rxxx shall have the right, by giving written notice as hereinafter specified, to the solicitation of offers to purchase the Shares terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, sale through the Agent Rxxx for the Company, the obligations of the Company, including in respect of compensation of the Agentincluding, but not limited to, its obligations under Section 5 above, shall remain in full force and effect notwithstanding the termination such termination; and (ii) the provisions of Section 3(g)2, Section 5 4(b) and Section 6 9 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect until and unless terminated hereunder pursuant to Sections 7(a), (bSection 12(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 3(g)2, Section 5 4(b) and Section 6 9 of this Agreement shall remain in full force and effect.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Rxxx or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement5.
Appears in 1 contract
Samples: Equity Distribution Agreement (xG TECHNOLOGY, INC.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon thirty (30) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 4(g) and 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 3(g3(a)(vii), Section 5 4(g), Section 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g4(g) and the entirety of Section 3(a)(vii), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g3(a)(vii), Section 5 4(g), Section 6 and Section 6 7 shall remain in full force and effect.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ prior written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent Agents for the Company, the obligations of the Company, including in respect of compensation of the AgentAgents, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Either Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement solely with respect to such agent relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g3.(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Aptose Biosciences Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the an Agent for the Company, the obligations of the Company, including in respect of compensation of the such Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Each Agent shall have the right, by giving written notice as hereinafter specified, to terminate with respect to itself the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the applicable Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Day One Biopharmaceuticals, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of (i) the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth hereinherein and in the Terms Agreement, except that (ii) three years having elapsed since the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationRegistration Statement became effective pursuant to Rule 462 under the Securities Act or (iii) the Company becoming ineligible to use the Registration Statement.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
(f) In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant to such Terms Agreement shall be subject to termination in the absolute discretion of the Agent, if, since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Base Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization”, as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the Settlement Date, trading in securities on the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established, trading in the securities of the Company on the Nasdaq Global Market shall have been suspended, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Agent’s judgment, to make it impracticable to market the Shares. If the Agent elects to terminate its obligations pursuant to this Section 7(f), the Company shall be notified promptly in writing.
Appears in 1 contract
Samples: Equity Distribution Agreement (SeaSpine Holdings Corp)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon thirty (30) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to if the solicitation of offers to purchase the Shares Agent is not fully satisfied, in its sole discretion at any timediscretion, with the results of its and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Super League Gaming, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination..
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Section 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company and the Agent with respect to such pending sale of Shares, including in respect of compensation of the Agent and the payment of Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 4(g), Section 6 and Section 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as specified herein, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of the last three sentences of Section 3(g), 4(g) and the entirety of Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect until (and including) June 14, 2022, unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Castor Maritime Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Section 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company and the Agent with respect to such pending sale of Shares, including in respect of compensation of the Agent and the payment of Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 4(g), Section 6 and Section 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as specified herein, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of the last three sentences of Section 3(g), 4(g) and the entirety of Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect until (and including) May 22, 2024, unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Castor Maritime Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this This Agreement relating may be terminated at any time prior to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that Closing solely:
(i) with respect to any pending sale, through by the Agent for mutual written consent of Apple and the Company;
(ii) by the Stockholders or the Company, on the obligations one hand, or by Apple, on the other hand, if the transactions contemplated by this Agreement to take place at the Closing shall not have been consummated by December 31, 1997, unless the failure of such transactions to be consummated results from the willful failure of the party (or in the case of the Stockholders and the Company, including any of them) seeking to terminate this Agreement to perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing or thereafter on the IPO Closing Date;
(iii) by the Stockholders or the Company, on the one hand, or by Apple, on the other hand, if a material breach or default shall be made by the other party (or in respect of compensation the case of the AgentStockholders and the Company, shall remain any of them) in full force the observance or in the due and effect notwithstanding timely performance of any of the termination and covenants, agreements or conditions contained herein; or
(iiiv) the provisions of by Apple if it is entitled to do so as provided in Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.6.08;
(b) The Agent shall have This Agreement may be terminated after the right, Closing solely:
(i) by giving written notice as hereinafter specified, Apple or the Company if the Underwriting Agreement is terminated pursuant to terminate its terms after the provisions of this Agreement relating Closing and prior to the solicitation consummation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be IPO; or
(ii) automatically and without liability action on the part of any party to any other party except that hereto if the provisions IPO is not consummated within 15 New York City business days after the date of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationthe Closing.
(c) Unless earlier If this Agreement is terminated pursuant to this Section 712.01, the Merger will be deemed for all purposes to have been abandoned and of no force or effect. If this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless is terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement this Section 12.01 after the Certificate of Merger has been filed with the Secretary of State of the parties; provided State of Illinois, but before the IPO has been consummated, Apple will take all actions that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 Counsel for the Company and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice Stockholders advises Apple are required by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale applicable laws of the Shares, such sale shall settle State of Illinois in accordance with order to rescind the provisions of Section 2(a)(vii) of this AgreementMerger.
Appears in 1 contract
Termination of this Agreement. (1) This Agreement may be terminated by:
(a) The the mutual written agreement of the Parties;
(b) the Company shall have or the rightPurchaser, if the Requisite Shareholder Approval is not obtained at the Meeting, provided that, the Company may not terminate this Agreement pursuant to this Section 7.2(1)(b) if the failure to obtain approval of the Requisite Shareholder Approval has been caused by, or is a result of, a breach by giving ten the Company of any of its representations or warranties or the failure of the Company to perform any of its covenants or agreements under this Agreement;
(10c) days’ written notice as hereinafter specifiedthe Company, prior to terminate the provisions approval of the Resolution, solely to the extent that termination of this Agreement relating is required in order to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) enter into an Alternative Transaction Agreement with respect to any pending salea Superior Proposal and in accordance with Section 5.3; provided however, through that the Agent for Company has complied with its obligations under Article 5;
(d) the Company, the obligations Seller or the Purchaser after the date of this Agreement, if any Law is enacted, made, enforced or amended, as applicable, that makes the completion of the Companytransactions contemplated by the Agreement illegal or otherwise permanently prohibits or enjoins the Parties from consummating such transactions and such Law has, including in respect if appealable, become final and non-appealable;
(e) the Purchaser, if the Company or the Seller breaches any representation or warranty set forth herein, and such breach is incapable of compensation being cured, or if the Company or the Seller fails to satisfy any of the Agent, shall remain covenants set forth in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 Article 4 of this Agreement shall remain in full force and effect notwithstanding such terminationon or prior to the Outside Date.
(b2) The Agent shall have the right, by giving written notice as hereinafter specified, Party desiring to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement 7.2 (other than pursuant to Section 7.2(1)(a)) shall automatically terminate upon the earlier to occur give written notice of the issuance and sale of all of the Shares through the Agent on the terms and subject such termination to the conditions set forth hereinother Parties, except that specifying in reasonable detail the provisions basis for such Party’s exercise of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationits termination right.
(d3) This Agreement Notwithstanding the foregoing, in the event that the Closing shall remain in full force and effect unless terminated pursuant not have occurred on or prior to Sections 7(a)the Outside Date, (b) or (c) above or otherwise by mutual agreement then each of the parties; provided that any such termination by mutual agreement parties hereto shall in all cases be deemed have the right to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of terminate its obligations under this Agreement shall be effective with respect to itself at any time on the date specified in such notice of termination; provided that such termination shall not be effective until or after the close of business on the such date of receipt without liability of such notice party to any other party; provided, however, (i) the right to terminate this Agreement under this Section 7.2(3) shall not be available to such Person if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the Agent or the Company, as the case may be. If result of such Person’s breach of this Agreement and (ii) no such termination shall occur prior affect any obligation of the Company under the Assignment and Assumption Agreement to reimburse the Settlement Date Seller for the expenses described in Section 10 of the Assignment and Assumption Agreement. Nothing contained in this Section 7.2 shall be deemed to release any party from any liability for any sale breach by such party of the Shares, such sale shall settle in accordance with the terms and provisions of Section 2(a)(vii) this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this AgreementAgreement or the other Transaction Documents.
Appears in 1 contract
Samples: Transaction Agreement (HEXO Corp.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent Agents for the Company, the obligations of the Company, including in respect of compensation of the AgentAgents, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Any Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement solely with respect to such agent relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Fulgent Genetics, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of (i) the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth hereinherein and in the Terms Agreement, except that (ii) three years having elapsed since the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such terminationRegistration Statement became effective pursuant to Rule 462 under the Securities Act or (iii) the Company becoming ineligible to use the Registration Statement.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
(f) In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant to such Terms Agreement shall be subject to termination in the absolute discretion of the Agent, if, since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Base Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization”, as that term is defined in Rule 436(g)(2) under the Securities Act or, if, at any time prior to the Settlement Date, trading in securities on the NASDAQ Global Market shall have been suspended or limitations or minimum prices shall have been established, trading in the securities of the Company on the NASDAQ Global Market shall have been suspended, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Agent’s judgment, to make it impracticable to market the Shares. If the Agent elects to terminate its obligations pursuant to this Section 7(f), the Company shall be notified promptly in writing.
Appears in 1 contract
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. Other than as disclosed in the prior sentence, upon termination of this Agreement, the Company shall not have any liability to the Agent for any discount, commission or other compensation with respect to any Shares not sold by the Agent under this Agreement at the time of termination of such provisions.
(b) The Agent shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Biomea Fusion, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 4(g) and 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company and the Agent with respect to such pending sale of Shares, including in respect of compensation of the Agent and the Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 4(g), Section 6, Section 7 and Section 8(e) of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as specified herein, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of the last two sentences of Section 3(g), 4(g) and the entirety of Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement 4(g) other than the last two sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect for a minimum of twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b8(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6, Section 7 and Section 6 8(e) shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 3(a)(i), Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
(e) Unless the Agreement is terminated by the Company as a result of the Agent’s breach of a material provision herein or by the Agent in accordance with Section 8(b), the Company shall not conduct another “at-the-market” offering through an agent other than the Agent through March 31, 2022.
Appears in 1 contract
Samples: Equity Distribution Agreement (Diana Shipping Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until earlier than the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a)(vi) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Rit Technologies LTD)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating may be terminated prior to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that Closing:
(i) with respect to any pending saleInvestor, through by mutual written agreement between such Investor and the Agent for Company;
(ii) with respect to any Investor, by such Investor by written notice to the Company, the obligations of pursuant to Section 5.10;
(iii) with respect to any Investor, by such Investor by written notice to the Company, including if any Warrantor or Partnership is in material breach of any representation or warranty, covenant or agreement in this Agreement; provided, that such breach did not arise from a breach by such Investor of any provision of this Agreement;
(iv) with respect to any Investor, by the Company by written notice to such Investor, if such Investor is in material breach of compensation any representation or warranty, covenant or agreement in this Agreement; provided, that such breach did not arise from a breach by any Warrantor or Partnership of any provision of this Agreement; or
(v) with respect to any Investor, by such Investor by written notice to the Company or by the Company by written notice to such Investor, if the Closing shall not have occurred on or prior to June 15, 2018; provided that (A) the termination right of the AgentCompany under this clause shall be conditional upon the fact that none of the Warrantors have materially breached their representations, shall remain in full force warranties or covenants hereunder and effect notwithstanding the termination and failure of the Closing is not due to any reasons attributable to any Warrantors; (ii) the provisions termination rights of Section 3(g)such Investor under this clause shall be conditional upon the fact that such Investor has not materially breached its representations, Section 5 and Section 6 of warranties or covenants under this Agreement shall remain in full force and effect notwithstanding the failure of the Closing is not due to any reasons attributable to such terminationInvestor.
(b) The Agent If this Agreement is terminated pursuant to Section 8.15(a), it shall have the rightbecome void and of no further force and effect, by giving written notice as hereinafter specified, to terminate except for the provisions of this Agreement relating Section 8.15(b) and Section 1, Section5.8, Section 8.1 to the solicitation of offers Section 8.9 and Section 8.11 to purchase the Shares in its sole discretion at any time. Any Section8.14; provided, that such termination shall be without liability prejudice to the rights of any party to any other party except that the provisions Party in respect of Section 3(g), Section 5 and Section 6 a breach of this Agreement shall remain in full force and effect notwithstanding prior to such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Series C Preferred Shares Purchase Agreement (Cango Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent Agents for the Company, the obligations of the Company, including in respect of compensation of the AgentAgents, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Either Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement solely with respect to such agent relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent Agents on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g3.(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Aptose Biosciences Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon ten (10) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if Shares have been sold through the Agent for the Company, then Section 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to if the solicitation of offers to purchase the Shares Agent is not fully satisfied, in its sole discretion at any timediscretion, with the results of its and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g), ) and the entirety of Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement or, if lower, the Maximum Amount. 31
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Lm Funding America, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon thirty (30) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect until the third anniversary of the initial effective date of the Registration Statement, unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Wisa Technologies, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon ten (10) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent or any of its co-agent(s) or other designees for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent or any of its co-agent(s) or other designees for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof, by and between the Company and the Agent, unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Intest Corp)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, sale through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section Sections 3(g), Section 5 6 and Section 6 of this Agreement 7 hereof shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Agent, including in respect of payment of the Net Proceeds to the Company, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section Sections 3(g), Section 5 6 and Section 6 of this Agreement 7 hereof shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 78, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section Sections 3(g), Section 5 6 and Section 6 of this Agreement 7 hereof shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a8(a), (b8(b) or (c8(c) above hereof or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section Sections 3(g), Section 5 6 and Section 6 7 hereof shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreementhereof.
Appears in 1 contract
Samples: Equity Distribution Agreement (Alpine Immune Sciences, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Section 4(x) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the Company and the Agent with respect to such pending sale of Shares, including in respect of compensation of the Agent and the payment of Net Proceeds of the Company, shall remain in full force and effect notwithstanding such termination and (iii) the provisions of Section 3(g4(g), Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such termination.
(cb) Unless earlier terminated pursuant to this Section 7The Agent shall have the right, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth by giving written notice as specified herein, except that to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g), 4(g) and the entirety of Section 5 6 and Section 6 7 of this Agreement shall remain in full force and effect notwithstanding such terminationtermination and (ii) the provisions of Section 4(g) other than the last three sentences thereof shall remain in full force and effect only if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect until (and including) January 12, 2025, unless terminated pursuant to Sections 7(a), (bSection 8(a) or (cSection 8(b) above or otherwise by mutual agreement of the parties; parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g4(g), Section 5 6 and Section 6 7 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement, except as otherwise set forth herein, including without limitation, Section 4(g), Section 6 and this Section 8(c).
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii3(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (IceCure Medical Ltd.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon five (5) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent or any of its sub-agent(s) or other designees for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent or any of its sub-agent(s) or other designees for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twenty-four (24) months from the date hereof , unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Eightco Holdings Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g3.(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Larimar Therapeutics, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g) and 3(z) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination. Notwithstanding the foregoing, the Company shall have the right to terminate this Agreement pursuant to Section 2(a)(ii) hereof.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the second to last sentence of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the second to last sentence thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until earlier than the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a)(vi) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Hemispherx Biopharma Inc)
Termination of this Agreement. The obligations of Hunter Maritime and the Sellers to consummate the Vessel Sale and Purchase, in its entirety, may be terminated at any time prior to the Closing thereof, as follows:
(a) The Company shall have by mutual agreement of Hunter Maritime and the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.Sellers;
(b) The Agent at the election of Hunter Maritime on the one hand, or the Sellers, together, on the other hand, upon prior written notice, if:
(i) a Governmental Authority shall have issued a final order restraining, enjoining or otherwise prohibiting the rightconsummation of Vessel Sale and Purchase and such order is or shall have become non-appealable; or
(ii) there has been an inaccuracy in any material respect in, or breach by giving written notice another Party of any representation or warranty, or breach or default of any covenant or agreement contained in this Agreement, the applicable MOA or any certificate delivered pursuant hereto or thereto such that the conditions set forth in Sections 8.1 or 8.2, as hereinafter specifiedapplicable, to terminate the provisions Vessel Sale and Purchase would be incapable of this Agreement relating to being satisfied (in the solicitation case of offers to purchase the Shares in its sole discretion at any time. Any a breach or default of a covenant or agreement, provided that such termination shall be without liability of any party to any other party except breach or default, if curable, has not been cured within 10 days after notice thereof); provided, however, that the provisions of breaching Party may not be the terminating Party pursuant to this Section 3(g9.1(b)(ii), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated at the election of Hunter Maritime, upon written notice, if any one or more of the conditions set forth in Section 8.2 or Section 8.3 has not been fulfilled as of the Closing Date; provided, however, that Hunter Maritime shall not be permitted to terminate this Agreement pursuant to this Section 79.1(c) if the failure of such condition to be fulfilled in Section 8.2 or Section 8.3, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to as applicable, (other than the conditions set forth herein, except that the provisions of in Section 3(g8.2(f), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination(h) (i), (j) or (k)), substantially resulted from Hunter Maritime's gross negligence or willful conduct.
(d) This at the election of the Sellers, upon written notice, if any one or more of the conditions set forth in Section 8.1 or Section 8.3 has not been fulfilled as of the Closing Date; provided, however, that no Seller shall be permitted to terminate this Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (bthis Section 9.1(d) or (c) above or otherwise by mutual agreement of if the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt failure of such notice by the Agent condition to be fulfilled in Section 8.1 or the CompanySection 8.3, as the case may be. If such termination shall occur prior to the Settlement Date for applicable, substantially resulted from any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this AgreementSeller's gross negligence or willful conduct.
Appears in 1 contract
Samples: Master Agreement (Hunter Maritime Acquisition Corp.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten one (101) days’ business day’s written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (POINT Biopharma Global Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon ten (10) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Nemaura Medical Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon thirty (30) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date of that certain letter of engagement, dated November 24, 2021, by and between the Company and the Agent, unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Summit Wireless Technologies, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ prior written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement solely with respect to the Agent relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g3.(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g3.(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Aptose Biosciences Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon thirty (30) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany with respect to such pending sale of Shares, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for eighteen (18) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Esports Entertainment Group, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through Xxxx for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 5 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 2, Section 4(b) and Section 9 of this Agreement relating shall remain in full force and effect notwithstanding such termination.
(b) Xxxx shall have the right, by giving written notice as hereinafter specified, to the solicitation of offers to purchase the Shares terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, sale through the Agent Xxxx for the Company, the obligations of the Company, including in respect of compensation of the Agentincluding, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g)but not limited to, its obligations under Section 5 and Section 6 of this Agreement above, shall remain in full force and effect notwithstanding such termination.
; and (bii) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g)2, Section 5 4(b) and Section 6 9 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect until and unless terminated hereunder pursuant to Sections 7(a), (bSection 12(a) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 3(g)2, Section 5 4(b) and Section 6 9 of this Agreement shall remain in full force and effect.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Xxxx or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement5.
Appears in 1 contract
Samples: Equity Distribution Agreement (Inovio Pharmaceuticals, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten five (105) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale, through the Agent for the Company, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice to the Company as hereinafter specified, to terminate the provisions of this Agreement with respect to the Agent’s rights and obligations under this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(c) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(d) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 7(a), (b) or (c) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 5 and Section 6 shall remain in full force and effect.
(e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii) of this Agreement.
Appears in 1 contract
Samples: Equity Distribution Agreement (Skye Bioscience, Inc.)
Termination of this Agreement. (a) The Company shall have the right, by giving ten (10) days’ written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any timetime upon ten (10) days’ prior written notice. Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agent for the Company, the obligations of the CompanyCompany and the Agent with respect to such pending sale of Shares, including in respect of compensation of the AgentAgent and the Net Proceeds of the Company, shall remain in full force and effect notwithstanding the such termination and (iiiii) the provisions of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
(b) The Agent shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to if the solicitation of offers to purchase the Shares Agent is not fully satisfied, in its sole discretion at any timediscretion, with the results of its and its representatives’ review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section 5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination.
termination and (cii) Unless earlier terminated pursuant to this Section 7, this Agreement shall automatically terminate upon the earlier to occur of the issuance and sale of all of the Shares through the Agent on the terms and subject to the conditions set forth herein, except that the provisions of Section 3(g), Section 5 and Section 6 of this Agreement ) other than the last three sentences thereof shall remain in full force and effect notwithstanding such terminationonly if the Agent has terminated this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable period of time.
(dc) This Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections 7(a), (b) or (cb) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering price equal to the amount set forth in the first paragraph of this Agreement.
(ed) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section 2(a)(vii2(a) of this Agreement.
Appears in 1 contract
