Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective. (b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing. (c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured. (d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures. (e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided. (f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind. (g) This Agreement shall terminate if at least $4,500,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission. (h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 3 contracts
Sources: Underwriting Agreement (Intervest Corporation of New York), Underwriting Agreement (Intervest Corporation of New York), Underwriting Agreement (Intervest Corporation of New York)
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 6,000,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Intervest Corporation of New York), Underwriting Agreement (Intervest Corporation of New York)
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 5,000,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement (Intervest Corporation of New York), Underwriting Agreement (Intervest Corporation of New York)
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 6,500,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures Units is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures Units to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the DebenturesUnits.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 4,200,000 of the Debentures, without regard to maturity, Units are not sold within 90 75 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 10,000,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's ’s business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' ’ written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 12,000,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 13,000,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 8,500,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 5,000,000 of the Debentures, without regard to maturity, are not sold within 90 75 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Intervest Corporation of New York)
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 12,000,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 4,000,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Intervest Corporation of New York)
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 5,000,000 of the Debentures, without regard to maturity, Debentures are not sold within 90 75 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on upon execution by the first full business day after authorized representatives of the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effectiveParties.
(b) This Agreement may be terminated by you by written notice prior to the Company in the event that the Company shall have failed or been unable to comply with Closing Date under any of the terms, conditions or provisions following circumstances:
(i) by unanimous consent of the Parties;
(ii) by a non-breaching Party in case of a material breach of this Agreement on Agreement, Seller’s Guarantee Letter or the Undertaking Letter that is not cured or duly remedied by a breaching Party within thirty (30) Business Days after written notice thereof from a non-breaching Party or within another period as agreed by the Parties;
(iii) by Buyer if any part of the Company Seller Warranties were not true and accurate at and as of the Execution Date or become no longer true or accurate;
(iv) by either Party on or after the expiration of nine (9) months after the Execution Date (the date when such 9 month period expires is hereinafter referred to as the “Outside Date”) if Buyer has not issued the Closing Confirmation to Seller pursuant to Section 7.2(a) prior to such Outside Date; provided, however, that if the Closing Confirmation has not been issued as a result of a breach of a representation, warranty, Transaction Document or covenant by any Party hereto, such breaching Party shall not be performedentitled to terminate this Agreement;
(v) by either Party on or after the one and twentieth (120th) day after the issuance of Closing Confirmation if the New Business License has not been issued prior to such date; provided, complied with however, that if the New Business License has not been issued as a result of a breach of a representation, warranty, Transaction Document or fulfilled within covenant by any Party hereto, such breaching Party shall not be entitled to terminate this Agreement; or
(vi) by either Party, in case of a Force Majeure Event, as defined in Section 12.10 below, continues for one hundred and eighty (180) days and prevents the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writingParties from consummating the transactions contemplated herein.
(c) This In the event Buyer chooses to terminate this Agreement may in accordance with paragraphs (ii) of Section 12.1(b), without limiting Buyer’s right to claim damages and unless otherwise agreed to by the Parties:
(i) Seller shall be terminated liable to indemnify and compensate Buyer, on demand, an amount equal to all actual Losses (including legal fees, professional advisors’ or consultants’ fees and other reasonable costs actually incurred) incurred by you by written notice Buyer due to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or such termination;
(ii) all relevant obligations of Buyer under this Agreement, including without limitations, the Companyobligation to pay the Purchase Price, or if the Company shall have sustained a loss immediately cease and no longer be binding on Buyer; and
(iii) any Purchase Price already paid by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss Buyer under this Agreement shall have been insuredbe immediately refunded to Buyer.
(d) This In the event Seller chooses to terminate this Agreement may be terminated in accordance with paragraph (ii) of Section 12.1(b), without limiting Seller’s right to claim damages and unless otherwise agreed to by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because Parties:
(i) additional material governmental restrictions not in force Buyer shall be liable to indemnify and effect compensate Seller, on the date hereof shall have been imposed upon the registration and/or sale of securities generallydemand, an amount equal to all actual Losses (including legal fees, professional advisors’ or consultants’ fees and other reasonable costs actually incurred) incurred by Seller due to such termination; and
(ii) there shall be a material outbreak all relevant obligations of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with Seller under this Agreement or with the offering of the Debenturesshall immediately cease and no longer be binding on Seller.
(e) This Agreement may be terminated The Parties agree that any Losses indemnifiable by either party by written notice Party pursuant to the other at any time before it becomes effective as hereinabove providedSection 12.1(c) or 12.1(d) above shall not exceed USD2,000,000.
(f) In the eventevent this Agreement is terminated pursuant to Section 12.1(b), at without prejudice to any time prior rights and remedies available to the First Closing DateParties under this Agreement or applicable Laws, any action the Parties shall take, or proceeding shall cause to be instituted or threatened against you in any court of competent jurisdictiontaken, before all necessary actions, including but not limited to, obtaining all necessary approvals and consents from the Commission relevant Governmental Authorities and complete all registrations with the relevant registration authorities (including but not limited to SAIC), to unwind the Equity Transfer or any state securities commission other actions or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer transactions that would materially impair your ability to act as Underwriter have been completed pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 of the DebenturesExcept as provide in Section 12.1(f), without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any upon any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f12.1(b), unless the Agreement is terminated pursuant to Section 8(f), and no Party shall thereafter have any further provided that Paragraph 9(b) shall survive the termination liability or obligation hereunder except for liability arising for any breaches of this AgreementAgreement prior to such termination; provided, however, that Section 12.1(f) and the confidentiality obligations under Section 12.5 shall remain in full force and effect to bind the Parties.
Appears in 1 contract
Sources: Equity Transfer Agreement (Hyster-Yale Materials Handling, Inc.)
Effectiveness and Termination. (a) 5.01. This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.effective until evidence satisfactory to the Bank has been furnished to the Bank that the conditions specified below have been satisfied:
(a) the execution and delivery of this Agreement on behalf of the Recipient and of the Project Agreement on behalf of the Project Implementing Entity have been duly authorized or ratified by all necessary governmental and corporate action;
(b) This the updated Subsidiary Agreement may has been executed on behalf of the Recipient and the Project Implementing Entity; and
5.02. As part of the evidence to be terminated by you by written notice furnished pursuant to Article 5.01(a) of this Agreement, there shall be furnished to the Company in Bank an opinion or opinions satisfactory to the event that Bank of counsel acceptable to the Company shall have failed or been unable Bank or, if the Bank so requests, a certificate satisfactory to comply with any the Bank of a competent official of the termsMember Country, conditions or provisions showing the following matters:
(a) on behalf of the Recipient, that each of this Agreement and the Subsidiary Agreement has been duly authorized or ratified by, and executed and delivered on the part its behalf and is legally binding upon it in accordance with its terms; and
(b) on behalf of the Company to be performedProject Implementing Entity, complied that each of the Project Agreement and the Subsidiary Agreement has been duly authorized or ratified by and executed and delivered on its behalf and is legally binding upon it in accordance with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writingits terms.
(c) This 5.03. Except as the Recipient and the Bank shall otherwise agree, this Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and enter into effect on the date hereof shall have been imposed upon which the registration and/or sale Bank dispatches to the Recipient notice of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition its acceptance of the market (either generally or with reference evidence required pursuant to the sale Article 5.01 of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with (“Effective Date”). If, before the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Effective Date, any action or proceeding shall be instituted or threatened against you in any court event has occurred which would have entitled the Bank to suspend the right of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant Recipient to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to make withdrawals from the Grant Account if this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditorsAgreement had been effective, the Company shall have Bank may postpone the right on three days' written dispatch of the notice referred to you in this Article until such event (or events) has (or have) ceased to terminate this Agreement without any liability to you of any kindexist.
(g) 5.04. This Agreement and all obligations of the parties under it shall terminate if at least $4,500,000 of it has not entered into effect by the Debentures, without regard to maturity, are not sold within 90 date ninety (90) days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f)Signature Date, unless the Agreement is terminated pursuant to Section 8(f)Bank, and further provided that Paragraph 9(b) shall survive after consideration of the termination reasons for the delay, establishes a later date for the purpose of this AgreementArticle. The Bank shall promptly notify the Recipient and Project Implementing Entity of such later date.
Appears in 1 contract
Sources: Grant Agreement
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 9,500,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's ’s business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' ’ written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 10,000,000 of the Debentures, without regard to maturity, Debentures are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. 5.1 This Agreement, and the rights granted hereunder, shall continue for a period of two (2) years from the date of execution by both Parties and from year-to-year thereafter unless terminated as of any anniversary date of the Agreement on ninety (90) days prior written notice given by either Party, or unless otherwise terminated pursuant to the events mentioned in this Article 5.
5.2 This Agreement and the rights granted hereunder shall automatically terminate without notice upon the happening of any of the following events:
(a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from If the Company that it elects that has become bankrupt or is the subject of proceedings for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they become due, or
(b) Failure by the Company to comply with or observe any provision of this Agreement continuing for at least sixty (60) days (unless within said sixty days the Company has taken reasonable steps to successfully correct such failure) after ZTE has given the Company written notice thereof,
(c) Assignment, transfer or attempted assignment or transfer, either by act of the Company or by operation of law, of this Agreement or of any of the Company's rights or obligations hereunder, without ZTE's prior written consent.
5.3 Upon termination of this Agreement:
(a) The Company's right to use the Licensed Trademarks shall immediately cease and the Company shall discontinue all use of the Licensed Trademarks. The Company shall not become effectiveattempt to register or use any trademark, which is similar to any Licensed Trademark.
(b) This Agreement may The Company shall make available to ZTE or its designee, at cost (but ZTE shall not be terminated obliged to purchase), all samples, literature, advertising, labelling and promotional materials held by you by written notice it relating to the Company or bearing Licensed Trademarks, but if ZTE in the event that its sole discretion decides not to purchase such materials, the Company shall have failed destroy the same forthwith.
(c) The Company shall also offer to sell to ZTE and/or a party or been unable parties authorized in writing by ZTE (but ZTE and/or such party or parties shall not be obliged to comply with purchase) the whole of any stocks of the termsProducts bearing the Licensed Trademarks, conditions then in process or provisions of this Agreement on in finished form and owned by the part of Company, and if ZTE in its sole discretion decides not to purchase such materials, the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you may sell off such finished goods and may process such unfinished goods if ZTE has so authorized in writing.
(cd) This Agreement may be terminated The Company hereby appoints and grants power of attorney to ZTE or an Affiliate designated by you by written notice ZTE to issue documents in appropriate form to take all actions including but not limited to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management execution of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of documents on the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice behalf to the Company at any time if, in your reasonable judgment, the payment for and delivery cancel its registration as a licensee of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on Licensed Trademarks with all appropriate authorities at the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the DebenturesCompany's expense.
(e) This Agreement may be terminated The Company shall accordingly change its name by either party by written notice to removing all of the other at any time before it becomes effective as hereinabove providedLicensed Trademarks from its names.
(f) In The Company shall discontinue to use the eventLicensed Trademarks. The Company shall not attempt thereafter to register or make use of any trademark, at any time prior which is similar to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kindLicensed Trademarks.
(g) This Agreement shall terminate if at least $4,500,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Trademark License Agreement
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. 1:00 p.m., New York time, on the first full business day following the date hereof, or at such earlier time after the Effective Date unless prior date hereof as you in your discretion shall first release the Shares for offering to such time the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall have received notice from the Company that it elects that this Agreement shall not become effectivefirst occur.
(b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by written notice to the Company in Company; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event that of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company shall have failed not then be under any liability to any Underwriter except as provided in Section 7 or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writingSection 11 hereof.
(c) This Agreement may be terminated by you at any time at or prior to the Closing Date by written notice to the Company if you believe any condition specified in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company Section 6 hereof shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insuredsatisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof.
(d) This Agreement also may be terminated by you you, by written notice to the Company at Company, as to any time if, in your reasonable judgment, the payment for and delivery obligation of the Debentures is rendered impracticable or inadvisable because (i) additional material governmental restrictions not Underwriters to purchase the Option Shares, if any condition specified in force and effect on the date Section 6 hereof shall not have been imposed upon the registration and/or sale of securities generally, satisfied at or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the Debentures.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Option Closing Date, any action Date or proceeding shall be instituted or threatened against you as provided in any court Section 9 of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if . If you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to as provided in Sections 10(b), 10(c) or 10(d), you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 of the Debentures, without regard to maturity, are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that notify the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f)by telephone or electronic mail, unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreementconfirmed by letter.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures Units is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures Units to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the DebenturesUnits.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of your assets is filed or if you make a assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 6,500,000 of the Debentures, without regard to maturity, Units are not sold within 90 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Effectiveness and Termination. (a) This Agreement shall become effective at 9:00 A.M. a.m. on the first full business day after the Effective Date unless prior to such time you shall have received notice from the Company that it elects that this Agreement shall not become effective.
(b) This Agreement may be terminated by you by written notice to the Company in the event that the Company shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the Company to be performed, complied with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by you in writing.
(c) This Agreement may be terminated by you by written notice to the Company if you believe in your reasonable judgment that a material adverse change has occurred in the management of the Company, that a material adverse change has occurred in the financial condition or obligations of the Company, or if the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as, in your reasonable judgment, may interfere materially with the conduct of the Company's business and operations regardless of whether or not such loss shall have been insured.
(d) This Agreement may be terminated by you by written notice to the Company at any time if, in your reasonable judgment, the payment for and delivery of the Debentures Common stock is rendered impracticable or inadvisable because (i) additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the registration and/or sale of securities generally, or (ii) there shall be a material outbreak of hostilities or a material escalation of existing hostilities between the United States and any foreign power or a formal declaration of war by the United States shall have occurred, or (iii) substantial and material changes in the condition of the market (either generally or with reference to the sale of the Debentures Common Stock to be offered hereby) beyond normal fluctuations are such that it would be undesirable, impracticable or inadvisable in your reasonable judgment to proceed with this Agreement or with the offering of the DebenturesCommon Stock.
(e) This Agreement may be terminated by either party by written notice to the other at any time before it becomes effective as hereinabove provided.
(f) In the event, at any time prior to the First Closing Date, any action or proceeding shall be instituted or threatened against you in any court of competent jurisdiction, before the Commission or any state securities commission or in any court pursuant to any federal, state, local or municipal statute, concerning your activities as a broker or dealer that would materially impair your ability to act as Underwriter pursuant to this Agreement, or a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver receive or trustee of your assets is filed or if you make a an assignment for the benefit of creditors, the Company shall have the right on three days' written notice to you to terminate this Agreement without any liability to you of any kind.
(g) This Agreement shall terminate if at least $4,500,000 125,000 (250,000 shares) of the Debentures, without regard to maturity, are Common Stock is not sold within 90 75 days after the date the Registration Statement is declared effective by the Commission.
(h) Any termination of this Agreement pursuant to this Section 8 shall be without liability (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall nevertheless be obligated to pay to the Underwriter its accountable out-of-pocket expenses pursuant to Paragraph 3(f), unless the Agreement is terminated pursuant to Section 8(f), and further provided that Paragraph 9(b) shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Sel Drum International Inc)