Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Minneapolis time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Notes for sale to the public. For the purpose of this Section 8, the Notes shall be deemed to have been released for sale to the public upon release by you of the publication of a newspaper advertisement relating thereto or upon release by you of telexes offering the Notes for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, the Underwriters or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of this Section 8 and Section 4(n) and Section 6 hereof shall at all times be effective.
(b) The Underwriters, shall have the right to terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition (financial or otherwise) of the Company, or in the financial results, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, or (ii) if the Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, or (iii) if any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, or (iv) if there has occurred any material adverse change in the financial markets in the United States or any outbreak or the escalation of major hostilities involving the United States or the declaration by the United States of a national emergency, war, or other calamity or crisis, the effect of which is such as to make it, in your reasonable judgment, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, or (v) if trading in the Notes has been suspended by the Commission, or if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum r...
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared effective by the Commission.
(b) You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange or on the NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if any of the Company's representations, warranties or covenants hereunder are breached, and if not otherwise qualified by materiality, there is a material adverse effect or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Securities.
(c) In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of t...
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective upon its execution by ESL.
(b) This Agreement shall terminate on the earlier of July 31, 1998, or the consummation of the Private Placement, provided the representations and warranties of the Company contained herein shall survive any termination hereof.
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at the earlier of (i) 6:30 A.M., California time, on the second full business day following the effective date of the Registration Statement, or (ii) the time of the initial public offering of any of the Shares by the Underwriters after the Registration Statement becomes effective. The time of the initial public offering shall mean the time of the release by you, for publication, of the first newspaper advertisement relating to the Shares, or the time at which the Shares are first generally offered by the Underwriters to the public by letter, telephone, telegram or telecopy, whichever shall first occur.
(b) You, as Representative of the several Underwriters, shall have the right to terminate this Agreement by giving notice as hereinafter specified at any time at or prior to the Closing Date or on or prior to any later date on which Option Shares are purchased, as the case may be, (i) if the Company shall have failed, refused or been unable to perform any agreement on its part to be performed unless such failure or refusal is on account of the default or omission of any Underwriter, or (ii) because any other condition to the Underwriters' obligations hereunder is not satisfied (unless the reason for failure to satisfy the condition is on account of the default or omission of any Underwriter, or (iii) if additional material and adverse
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at such time after the declaration by the Commission of the effectiveness of the Registration Statement as you in your discretion shall first release the Shares for sale to the public. For the purposes of this Section, the Shares shall be deemed to have been released for sale to the public upon release by you for publication of a newspaper advertisement relating to the Shares or upon release by you of letters or telegrams offering the Shares for sale to securities dealers, whichever shall first occur. By giving notice as hereinafter specified before the time this Agreement becomes effective, you, as Representatives of the several Underwriters, or the Company may prevent this Agreement from becoming effective without liability on the part of the Company to any Underwriter or of any Underwriter to the Company, other than as provided in Sections 4(g) and 6 hereof.
(b) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement by
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective (the "Effective Date") upon the later to occur of (i) the time the Registration Statement shall be declared effective by the Commission; and (ii) the execution and delivery of this Agreement by the Company and the Sales Agent.
(b) Either the Company or the Sales Agent may terminate this Agreement by giving notice to the other as provided in Section 11 at any time. Any such termination shall not terminate the obligations of the parties pursuant to Sections 3, 6, and 8 of this Agreement.
Effective Date of this Agreement and Termination. (1) This Agreement shall become effective when signed by the Company and the Agent (the "Effective Date").
(2) This Agreement may be terminated by the Agent by notice to the Company, in the event that, prior to the First Closing Date, the Company shall have failed to a material degree to comply with any of the provisions hereof on its part to be performed on or prior to such date or if to a material degree any of the conditions, agreements, representations or warranties herein contained shall not have been fulfilled within the respective times herein provided for, without any obligation of any party to any other party, except as may otherwise be provided herein.
Effective Date of this Agreement and Termination. Provided that Dealer has executed and delivered one copy of this Agreement to the Selling Agent, this Agreement shall become effective at McLean, Virginia, concurrent with the Offering's Effective Date. This Agreement will terminate at the earlier of (i) the expiration of the Offering Period, (ii) the day and time HCMI, in its sole discretion, terminates the Offering or (iii) the day and time the Selling Agent, in its sole discretion, terminates this Agreement; provided, however, any termination under clause (ii) or (iii) of this Section 8 must be preceded by a written notice to Dealer that specifies the time and date of termination and is received by Dealer at least three (3) business days before the date of termination; provided, further, that any such termination pursuant to this Section 8 shall not affect any previously incurred obligation hereunder to pay compensation pursuant to this Agreement.
Effective Date of this Agreement and Termination. (a) This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the effective date of the Registration Statement, or at such earlier time after the effective time of the Registration Statement as you in your discretion shall first release the Securities for sale to the public; provided, that if the Registration Statement is effective at the time this Agreement is executed, this Agreement shall become effective at such time as you in your discretion shall first release the Securities for sale to the public. For the
Effective Date of this Agreement and Termination. This Agreement shall become effective at 10:00 a.m., Central time, on the first full business day following the date hereof. By giving notice as hereinafter specified before the time this Agreement becomes effective the Initial Purchaser, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except that the provisions of Section 4(a)(xvi) and Section 6 hereof shall at all times be effective.
