TERMINATION OF THIS. Agreement The Representatives, by notice given to the Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (a)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or the NYSE MKT or (ii) trading in securities generally on the NYSE MKT shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the NYSE MKT by the Commission or FINRA; (b) a general banking moratorium shall have been declared by any federal or New York authorities; (c) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (d) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Section 5 hereof, (ii) any Underwriter to the Company, or (iii) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.
Appears in 1 contract
TERMINATION OF THIS. AGREEMENT Prior to the Closing Date, this Agreement The Representatives, may be terminated by the Initial Purchasers by notice given to the Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (a)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or the NYSE MKT or (iii) trading in securities generally on either the NYSE MKT NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the NYSE MKT any of such stock exchanges by the Commission or FINRAthe NASD; (bii) a general banking moratorium shall have been declared by any federal or New York authorities; (ciii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives, Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (div) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially Initial Purchasers there shall have occurred any Material Adverse Change, the effect of which, in the sole judgment of the Initial Purchasers makes it impracticable or inadvisable to proceed with the conduct offering or the delivery of the business Securities on the terms and operations of in the Company regardless of whether or not such loss shall have been insuredmanner contemplated by the Offering Memorandum and in this Agreement. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ia) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to the extent provided in Section 5 Sections 4 and 6 hereof, (iib) any Underwriter Initial Purchaser to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.
Appears in 1 contract