Common use of Xxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxx. This Agreement may be terminated by you by notice to the Company and the Selling Shareholder: (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock by the Nasdaq National Market, the Commission, or any other governmental authority, or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may be terminated Agreemenx xxx xx xxxxxxxted by you by notice to the Company and the Selling Shareholderas follows: (a) at any time prior to the Closing Date earlier of (i) the time the Shares are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the first business day following the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition (financial or otherwise) of the Company and the Founding Companies taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries the Founding Companies taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange, Exchange or the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, ; (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock Common Stock by the Nasdaq National Market, Commission on the Commission, or any other governmental authority, NASDAQ NMS or (viiivii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may Thix Xxxxxxxxx xxx be terminated by you by notice to the Company and the Selling Shareholder: (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a wholeMaterial Adverse Change, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such ExchangeExchange or National Market, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock Common Stock by the Nasdaq National Market, the Commission, or any other governmental authority, authority or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or or (b) as provided in Sections Section 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may Xxxx Xxxxxxxxx xxy be terminated by you terminatxx xx xxx by notice to the Company and the Selling ShareholderStockholder as follows: (a) at any time prior to the Closing Date earlier of (i) the time the Shares are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the first business day following the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, ; (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, ; (iii) suspension of trading in securities generally on the New York Stock Exchange, Exchange or the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, ; (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, ; (v) the declaration of a banking moratorium by United States or New York State authorities, authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (vi) any downgrading, or placement on any watch list for possible downgrading, downgrading in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (vii) the suspension of trading of the Company's common stock by Common Stock on the Nasdaq National Market, the Commission, or any other governmental authority, New York Stock Exchange; or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Xxxx Agreement may be terminated by xx xxxxxxxxxx xx you by notice to the Company and the Selling Shareholderas follows: (a) at any time prior to the Closing Date earlier of (i) the time the Notes are released by you for sale or (ii) 4:00 p.m., Minneapolis time, on the first business day following the later of the date on which the Registration Statement becomes effective or the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earningscondition, business, properties, assets, operations, condition (financial or otherwise) or prospects , of the Company and its Subsidiaries subsidiaries taken as a whole or the business affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make it the offering or delivery of the Notes impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Sharesinadvisable, (iii) suspension of trading in securities generally on the New York Stock Exchange, Exchange or the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchangeexchange, or a halt or suspension of trading in securities generally which are quoted on the Nasdaq National Market, or (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States either federal or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock by the Nasdaq National Market, the Commission, or any other governmental authority, or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections Section 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Xxxs Agreement may be terminated by you the Representative by notice to the Company and the Selling Shareholderas follows: (a) at any time prior to the Closing Date earlier of (i) the time the Units are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the first business day following the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a wholechange, whether or not arising in the ordinary course of business, (iimight reasonably be expected to have have a Material Adverse Effect;,(ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares Units or to enforce contracts for the sale of the SharesUnits, (iii) the Dow Jones Industrial Average shall have xxxxxn by 15 percent or more from its closing price on the day immediately preceding the date that the Registration Statement is declared effective by the Commission, (iv) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market NMS or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (ivv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (vvi) the declaration of a banking moratorium by United States or New York State authorities, (vivii) any downgrading, or placement on any watch list for possible downgrading, downgrading in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (viiviii) the suspension of trading of the Company's common stock Common Stock or the Warrants by the Nasdaq National Market, Commission or the Commission, or any other governmental authorityNMS, or (viiiix) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may be terminated by you by notice to the Company and the Selling ShareholderSellers as follows: (a) at any time prior to the Closing Date earlier of (i) the time the Shares are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company and the Acquired Companies taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries the Acquired Companies taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange, Exchange or the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock Common Stock by the Nasdaq National Market, Commission on the Commission, or any other governmental authorityNew York Stock Exchange, or (viiivii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may be terminated Xxxxxxexx xxx xx xxrminated by you the Representative by notice to the Company and the Selling Shareholder: (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option SharesUnits) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a wholeCompany, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamitycalamity or crisis on the financial markets of the United States would, crisis in the Representative's judgment, make it impracticable or inadvisable to market the Units or to enforce contracts for the sale of the Units, (iii) any material change in economic or political conditions, if the effect of such change on the financial markets of the United States would, in your the Representative's judgment, make it impracticable or inadvisable to market the Shares Units or to enforce contracts for the sale of the Shares, Units or (iiiiv) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (ivv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your the Representative's opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (vvi) the declaration of a banking moratorium by United States or New York State authorities, (vivii) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (viiviii) the suspension of trading of the Company's common stock by the Nasdaq National MarketAmerican Stock Exchange, the Commission, or any other governmental authorityauthority or, or (viiiix) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Xhis Agreement may be terminated by you by notice to the Company and the Selling Shareholderas follows: (a) at any time prior to the Closing Date earlier of (i) the time the Units are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the first business day following the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, in your judgment, there has occurred any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, business that has had or might reasonably be expected to have a Material Adverse Effect; (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares Units or to enforce contracts for the sale of the Shares, Units; (iii) the Dow Jones Industrial Average shall have fallen by 15 percent or more from its cloxxxx price on the day immediately preceding the date that the Registration Statement is declared effective by the Commission; (iv) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Capital Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, ; (ivv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, ; (vvi) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (vii) the suspension of trading of the Company's common stock Common Stock or the Warrants by the Commission or the Nasdaq National Capital Market, the Commission, or any other governmental authority, ; or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 10 of this Agreement.

Xxxxxxxxxxx. This Agreement may Xxxxxxxxx xxx be terminated by you by notice to the Company and the Selling Shareholder: (a1) at any time prior to the Firm Securities Closing Date or any Option Optional Securities Closing Date (if different from the Firm Securities Closing Date and then only as to Option SharesOptional Securities) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchangeexchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (vii) the suspension of trading of the Company's common stock Common Stock by the Nasdaq National MarketNew York Stock Exchange, the Commission, or any other governmental authorityauthority or, or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect Material Adverse Effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. (a) This Agreement may be terminated Agreemenx xxx xx xxxxxxated by you by notice to the Company and the Selling Shareholder: (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as date of which information is given in the Registration Statement and the Prospectusthis Agreement, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity calamity, or crisis any change in the United States or international financial markets, or crisis, change or development in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, development, crisis or change on the financial markets of the United States wouldor international financial markets, or political, financial or economic conditions, in your judgment, make reasonable judgment is material and adverse and makes it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension or material limitation of trading in securities generally on the New York Stock Exchange, the American Stock Exchange NYSE or the Nasdaq National Market or material limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchangethe NYSE or the Nasdaq National Market, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension or limitation of trading of the Company's common stock by the Nasdaq National MarketNYSE, the Commission, or any other governmental authority, or (viiivii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Xhis Agreement may be terminated xxx xx xxxxxxxted by you by notice to the Company and the Selling Shareholder: Shareholders (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change Material Adverse Change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a wholeMaterial Adverse Change, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock Common Stock by the Nasdaq National Market, the Commission, or any other governmental authority, authority or (viiivii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or or (b) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Xxxx Agreement may be terminated by xxxxxxxxxx xx you by notice to the Company and the Selling Shareholderas follows: (a) at any time prior to the Closing Date earlier of (i) the time the Shares are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the first business day following the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company, the Operating Partnership, FWM and the Subsidiaries taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company Company, the Operating Partnership, FWM and its the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of or hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) suspension of trading in securities generally on the New York Stock Exchange, Exchange or the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, the Operating Partnership, FWM and the Subsidiaries taken as a whole, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, downgrading in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock by the Nasdaq National Market, Commission on the Commission, or any other governmental authority, New York Stock Exchange or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Xhis Agreement may be terminated by you by notice to the Company and the Selling Shareholderas follows: (a) at any time prior to the Closing Date earlier of (i) the time the Units are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the first business day following the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, in your judgment, there has occurred any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, business that has had or might reasonably be expected to have a Material Adverse Effect; (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity hostilities or any crisis or calamity, or any change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States wouldor international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, that, in your judgment, make the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Shares Units in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Shares, Units; (iii) the Dow Jones Industrial Average shall have fallen by 15 percent or more from its cloxxxx price on the day immediately preceding the date that the Registration Statement is declared effective by the Commission; (iv) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Capital Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, ; (ivv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, ; (vvi) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (vii) the suspension of trading of the Company's common stock Common Stock or the Warrants by the Commission or the Nasdaq National Capital Market, the Commission, or any other governmental authority, ; or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 10 of this Agreement. The foregoing notwithstanding, nothing in this Section 12(b) shall be interpreted to mean that the Underwriters may abrogate their obligations to purchase the Firm Units from the Company based upon an inability to market the securities.

Xxxxxxxxxxx. This Xxxx Agreement may be terminated by you max xx xxxxxxxxxx xx xou by notice to the Company and the Selling ShareholderSellers as follows: (a) at any time prior to the earlier of (i) the time the Shares are released by you for sale by notice to the Underwriters or (ii) 11:30 a.m. on the date of this Agreement; (b) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company and its Subsidiaries taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, ; (ii) any domestic or international event or act or occurrence has materially disrupted, or in your opinion, will in the immediate future materially disrupt, the market for the Company's securities or securities in general; (iii) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of war or national emergency by the United States or (B) there shall have been any other national or international calamity or crisis or any change in political, financial or economic or political conditions if the effect of any such outbreak, escalation, declaration, emergency, calamity, crisis event in (A) or change on the financial markets of the United States would(B), in the your judgment, make makes it impracticable or inadvisable to market proceed with the offering, sale and delivery of the Firm Shares or to enforce contracts for the sale of the Option Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus; (iiiiv) suspension trading generally shall have been suspended or materially limited on or by, as the case may be, any of trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the NASD, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Nasdaq National Market Chicago Board of Trade or limitation on prices by order of the Commission or any other governmental authority having jurisdiction; (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (ivv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, ; (vvi) the declaration of a banking moratorium has been declared by United States any state or New York State authorities, federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (vivii) any downgrading, or placement on any watch list for possible downgrading, downgrading in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (viiviii) the suspension of trading of the Company's common stock by the Common Stock on The Nasdaq National Market, the Commission, or any other governmental authority, ; or (viiiix) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which that in your reasonable opinion has a material adverse effect on the securities markets in the United StatesStates or would make it impracticable to market the Shares or to enforce contracts for the sale of the Shares; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may be terminated Agreexxxx xxx xx xxxxxxxxed by you by notice to the Company and the Selling Shareholderas follows: (a) at any time prior to the Closing Date earlier of (i) the time the Shares are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company and the Founding Companies taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries the Founding Companies taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Stock Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchangethereon, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock Common Stock by the Nasdaq National Market, Commission on the Commission, or any other governmental authorityNew York Stock Exchange, or (viiivii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may be terminated by you by notice to the Company and the Selling Shareholder:Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), ; (vii) the suspension of trading of the Company's common stock by the Nasdaq National Market, the Commission, or any other governmental authorityauthority or, or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement may be terminated by you by notice to the Company and the Selling ShareholderShareholders as follows: (a) at any time prior to the Closing Date earlier of (i) the time the Shares are released by you for sale by notice to the Underwriters, or (ii) 11:30 a.m. on the first business day following the date of this Agreement; (b) at any Option Closing Date (if different from time prior to the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company and the Subsidiaries taken as a whole or the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange, Exchange or the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the Company's common stock Common Stock by the Commission on the Nasdaq National Market, the Commission, or any other governmental authority, or (viiivii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (bc) as provided in Sections 6 and 9 of this Agreement.

Xxxxxxxxxxx. This Agreement Xxxx Xxxxxxxxt may be terminated by you termxxxxxx xx xxx by notice to the Company and the Selling Shareholder:Trust (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, operationsrights, operations or condition (financial or otherwise) or prospects of the Company Trust and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the CompanyTrust, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the CompanyTrust's or the Operating Partnership's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act), (vii) the suspension of trading of the CompanyTrust's common stock Common Shares by the Nasdaq National MarketNew York Stock Exchange, the Commission, or any other governmental authorityauthority or, or (viii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States; or (b) as provided in Sections 6 and 9 of this Agreement.