Effective Date of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by you by notice to the Company if any of the following has occurred: (i) on or after the Applicable Time, any Material Adverse Effect occurs, which, in the judgment of the Representatives, makes it impracticable or inadvisable to market the Securities or to enforce contracts for sale of the Securities, (ii) any new outbreak or material escalation of hostilities or other national or international calamity or crisis or material adverse change in the financial markets of the United States or elsewhere, or any other substantial national or international calamity or emergency if the effect of such outbreak, escalation, calamity, crisis or emergency would, in the judgment of the Representatives, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (iii) any suspension or limitation of trading in the Company’s securities or in trading generally in securities on the New York Stock Exchange, the NYSE Amex Equities, the NASDAQ Stock Market or any setting of minimum prices for trading on such exchange or markets, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) any declaration of a general banking moratorium by federal, New York or Maryland authorities, (v) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in your judgment has a material adverse effect on the financial markets in the United States, and would, in the judgment of the Representatives, make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of the Securities or (vi) the enactment, publication, decree, or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which would, in the judgment of the Representatives, have a Material Adverse Effect. The indemnities and contribution provisions and the other agreements, representations and warranties of the Company, its officers and directors and the Underwriters set forth in or made pursuant to t...
Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement, (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission and (iii) if a post-effective amendment to the Registration Statement has been filed (including any post-effective amendment required to be filed pursuant to Rule 430A) or a new or additional registration statement has been filed (including any new or additional registration statement required to be filed pursuant to Rule 462 under the Act), the effectiveness of such post-effective amendment or new or additional registration statement. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying the Underwriters or by the Underwriters by notifying the Company. This Agreement may be terminated at any time after it becomes effective and prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, or (ii) the suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or the Nasdaq National Market or (iii) the declaration of a banking moratorium by either federal or New York State authorities. If on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities which it or they have agreed to purchase hereunder on such date and the aggregate number of Securities, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Securities to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Securities set forth opposite its name in Annex I bears to the total number of Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Secur...
Effective Date of Agreement and Termination. This Agreement shall become effective upon the execution of this Agreement by the parties hereto. This Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company 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 development involving a prospective material adverse change in the condition, financial or otherwise, of the Company or the earnings, affairs, or business prospects of the Company, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus,
(ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus,
(iii) the suspension or material limitation of trading in securities or other instruments on the NYSE, the American Stock Exchange, The Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities on any such exchange or the Nasdaq National Market,
(iv) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market,
(v) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business or operations of the Company,
(vi) the declaration of a banking moratorium by either federal or New York State authorities or
(vii) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States.
Effective Date of Agreement and Termination. (a) This agreement shall become effective when notification of the effectiveness of the Registration Statement has been released by the Commission.
(b) This agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) any outbreak of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make the offering or delivery of the Units impracticable, (ii) suspension of quotation of securities on the NASD Over the Counter Bulletin Board, (iii) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects or will materially and adversely affect the business or the operations of the Company, (iv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, (v) the taking of any action by any federal, state or local government 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 (vi) any of the conditions in Section 2 shall not have been fulfilled when and as required by this agreement to be fulfilled.
(c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated pursuant to this Section 11 or Section 10, the Company shall then be under no liability hereunder the Underwriter.
(d) The Company shall not in such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by this agreement.
Effective Date of Agreement and Termination. (a) This Agreement shall become effective upon the later of (i) the execution and delivery hereof by the parties hereto and (ii) release of notification of the effectiveness of the Registration Statement by the Commission, provided, however, that the provisions of Section 6 shall at all times be effective.
(b) You may terminate this Agreement by notice to the Company at any time at or prior to the Closing Date in accordance with the last paragraph of Section 5 of this Agreement.
(c) If this Agreement is terminated pursuant to this Section 8, such termination shall be without liability of any party to any other party, except that, notwithstanding any such termination, (i) the provisions of Section 4 and Section 6 shall remain in effect, and (ii) if any Shares have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 3 shall also remain in effect.
Effective Date of Agreement and Termination. 10.1 This Agreement shall become effective upon its execution and shall continue in force until the earlier of the date that the Company notifies the Distributor that the offer is terminated or complete or the date set forth in the Prospectus; provided, however, that in no case shall this Agreement remain in force beyond May 11, 2001.
10.2 This Agreement may be terminated by either party, without cause or payment of penalty, on not more than 60 days' nor less than 30 days' written notice to the other party; provided, however, that the Distributor may terminate this Agreement immediately by written notice to the Company, without liability on the part of the Distributor to the Company, if since the respective dates as of which information is given in the Registration Statement and the Prospectus, any change or development involving a prospective change in the condition, financial or otherwise, of the Company, taken as a whole, whether or not arising in the ordinary course of business, that, in the Distributor's judgment is material and adverse and would, in the Distributor's judgment, make it impracticable to market the Units on the terms and in the manner contemplated in the Prospectus.
Effective Date of Agreement and Termination. (a) This Agreement shall become effective immediately as to Sections 4 and 7 and, as to all other provisions at 10:00 a.m. E.
Effective Date of Agreement and Termination. This Agreement will become effective upon execution and delivery by you and the Company. This Agreement may be terminated by you in your absolute discretion by giving written notice to the Company at any time on or prior to the Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, if prior to such time any of the following has occurred or, in your opinion, is likely to occur: (i) after the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus), any material adverse change or development involving a prospective material adverse change in or affecting particularly the business, results of operations, condition (financial or other), or prospects of the Company, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of the Shares impracticable or inadvisable; (ii) if, on or after the date of this Agreement, there has been (x) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions, if the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) on the financial markets of the United States would, in your sole judgment, make the offering or delivery of the Shares impracticable or inadvisable; (iii) if there has been a suspension of trading in securities generally
Effective Date of Agreement and Termination. This Agreement shall become effective upon the execution of this Agreement. This Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Final Offering Memorandum, any material adverse change, or
Effective Date of Agreement and Termination. This Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission. This Agreement may be terminated by you by providing notice to the Company as follows:
(a) at any time prior to the Closing Date 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 adverse change or development involving a prospective adverse change in the condition, financial or otherwise, of the Company or any of its subsidiaries or the earnings, affairs, or business prospects of the Company or any of its subsidiaries, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or National Market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business or operations of the Company or any of its subsidiaries, (v) the declaration of a banking moratorium by either federal or New York State authorities or (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States; or
(b) as provided in Section 6 of this Agreement. Notwithstanding any termination of this Agreement, the obligation under Sections 3(l), 4, 5, 7 and 9 hereof shall survive and remain in effect.
