Effective Date of Agreement Termination Clause Example with 24 Variations from Business Contracts

Effective Date of Agreement Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time ...as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives Citigroup Global Markets Inc. if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of the Representatives, Citigroup Global Markets Inc., make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes Shares on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in the Company's securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Representatives, Citigroup Global Markets Inc., makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If the Representatives elect Citigroup Global Markets Inc. elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Notes, Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this 24 Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. View More

Effective Date of Agreement Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commissi...on. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives Representatives, if (i) (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package or the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and Company, the Subsidiaries taken as a whole, effect of which would, change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes Units on the terms and in the manner contemplated in the Registration Statement, any 23 the Disclosure Package and the Prospectus or the Prospectus, or (ii) (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; Nasdaq; (B) a suspension or material limitation in trading in the Company's securities on the NYSE; Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes Offering on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package and the Prospectus, or (3) since the Prospectus. time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. 33 If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Notes, Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect. View More

Effective Date of Agreement Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commissi...on. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives Representative, if (i) (a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which would, change or development is, in the sole judgment of the Representatives, Representative, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Notes Securities on the terms and in the manner contemplated in the Registration Statement, any 23 Disclosure Package or and the Prospectus, or (ii) (b) since the time of execution of this Agreement, there shall have occurred: (A) (i) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; (B) NASDAQ; (ii) a suspension or material limitation in trading in the Company's securities on the NYSE; (C) NASDAQ; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national 23 emergency or war; or (E) (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) (iv) or (E), (v), in the sole judgment of the Representatives, Representative, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Notes Securities on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or and the Prospectus. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Notes, Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 4(m), 5 and 9 8 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder. 8 hereof). View More

Effective Date of Agreement Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commissi...on. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives Representatives, if (i) (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Subsidiary taken as a whole, the effect of which would, change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes Shares on the terms and in the manner contemplated in the Registration Statement, any 23 the Disclosure Package and the Prospectus or the Prospectus, or (ii) (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE MKT or the NASDAQ Stock Market Inc.; NASDAQ; (B) a suspension or material limitation in trading in the Company's securities on the NYSE; NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or the Prospectus. Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. 27 If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Notes, Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 4(l), 5 and 9 hereof), hereof); and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder. View More