Termination Contract Clauses (53,575)
Grouped Into 808 Collections of Similar Clauses From Business Contracts
This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market,
... (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus.
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Termination. The
obligations of the Underwriters
may terminate this Agreement by notice given by hereunder shall be subject to termination in the
Representatives to absolute discretion of the
Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the
Closing Date, time of purchase (i)
trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the
New York Stock Exchange conditions specified in Section 6 shall... not have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise) (other than as disclosed in, contemplated by or incorporated by reference into, the Registration Statement and Prospectus at the time of any securities issued purchase), in the operations, business, net worth, condition or guaranteed by prospects of the Company, or a material change in management of the Company shall have been suspended on any exchange occurs, whether or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services not arising in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) ordinary course of business, which would make it impracticable, in the Representatives' sole judgment, to market the Notes, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner Notes as contemplated in the Registration Statement, the General by any Disclosure Package or Prospectus (exclusive of any amendment or supplement thereto) (iv) if trading in any securities of the Final Prospectus. Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE has been suspended (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or Nasdaq or by order of the Commission or any other governmental authority, or (v) if a banking moratorium shall have been declared by New York or United States authorities or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. If the Underwriters elect to terminate this Agreement as provided in this Section 7, the Issuers shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Issuers shall be unable to comply with any of the terms of this Agreement, the Issuers shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Issuers under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of the Representatives, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
the Closing Date, such time (i) trading
generally in any securities of the Company shall have been suspended
by the Commission or
materially limited on, or by, as the case may be, any of the
... New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any in securities issued or guaranteed by generally on the Company New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on any exchange or in any over-the-counter market, such exchange, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto).
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Termination. The
obligations of the several Underwriters
may terminate this Agreement by notice given by hereunder shall be subject to termination in the
Representatives to absolute discretion of the
Company if, after the execution and delivery of this Agreement and Representative, at any time prior to the
Closing Date, time of purchase or, if applicable, each additional time of purchase, (i)
trading generally if any of the conditions specified in Section 8 shall not have been fulfilled when and as required... by this Agreement to be fulfilled, (ii) if any material adverse and unfavorable change occurs (financial or otherwise), or any development involving a material adverse and unfavorable change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any supplement thereto)), in the operations, business, net worth, condition or prospects of the Company and its subsidiaries, taken as a whole, or the Manager, or a material change in management of the Company or the Manager occurs, whether or not arising in the ordinary course of business, which would, in the sole judgment of the Representative, make it impracticable to market the Securities, (iii) if (a) the United States shall have declared war in accordance with its constitutional processes or there has occurred an outbreak or escalation of hostilities or other national or international calamity or crisis or change or development in economic, political or other conditions the effect of which on, or (b) any material adverse change in the financial markets of the United States or the international financial markets is such as to make it, in the sole judgment of the Representative, impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities, (iv) if trading in any securities of the Company has been suspended or materially limited on, by the Commission or by, as by the case may be, any of NYSE, or if trading generally on the New York Stock Exchange NYSE, NYSE American LLC or The the Nasdaq Global Market, (ii) Market has been suspended, materially limited, (including an 24 automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of any securities issued or guaranteed by the Company days of trading) shall have been suspended on any fixed, or maximum ranges for prices for securities have been required, by such exchange or in FINRA or Nasdaq or by order of the Commission or any over-the-counter market, (iii) other governmental authority, (v) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) States, (vi) if there shall have occurred any outbreak or escalation of hostilities, downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any review or possible change in financial markets or any calamity or crisis that, that does not indicate an improvement, in the judgment rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Representatives, is material and adverse and Exchange Act, (vii) if any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement opinion of the Representatives, impracticable Representative, materially adversely affects or inadvisable to proceed with will materially adversely affect the offer, sale business or delivery operations of the Securities Company, or (viii) if any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representative, has a material adverse effect on the terms and securities markets in the manner United States. If the Representative elects to terminate this Agreement as provided in this Section 9, the Company and each other Underwriter shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this 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 3, 5(p), 7, 11 and 12 hereof), and the Registration Statement, Underwriters shall be under no obligation or liability to the General Disclosure Package Company under this Agreement (except to the extent provided in Sections 11 and 12 hereof) or the Final Prospectus. to one another hereunder.
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Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market,
... (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus.
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Termination. The
obligations of the Underwriters
may terminate this Agreement by notice given by hereunder shall be subject to termination in the
Representatives to absolute discretion of the
Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the
Closing Date, time of purchase (i)
trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the
New York Stock Exchange conditions specified in Section 6 shall... not have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise) (other than as disclosed in, contemplated by or incorporated by reference into, the Registration Statement and Prospectus at the time of any securities issued purchase), in the operations, business, net worth, condition or guaranteed by prospects of the Company, or a material change in management of the Company shall have been suspended on any exchange occurs, whether or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services not arising in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) ordinary course of business, which would make it impracticable, in the Representatives' sole judgment, to market the Notes, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner Notes as contemplated in the Registration Statement, the General by any Disclosure Package or Prospectus (exclusive of any amendment or supplement thereto) (iv) if trading in any securities of the Final Prospectus. Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE has been suspended (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or Nasdaq or by order of the Commission or any other governmental authority, or (v) if a banking moratorium shall have been declared by New York or United States authorities or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. If the Underwriters elect to terminate this Agreement as provided in this Section 7, the Issuers shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Issuers shall be unable to comply with any of the terms of this Agreement, the Issuers shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Issuers under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.
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Termination.
The Underwriters may terminate this This Agreement
shall be subject to termination in the absolute discretion of the Representatives, by notice given
by the Representatives to the Company
if, after the execution and prior to delivery of
this Agreement and
payment for the Securities, if at any time prior to
the Closing Date, such time (i) trading
generally in any securities of the Company shall have been suspended
by the Commission or
materially limited on, or by, as the case may be, any of the
... New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any in securities issued or guaranteed by generally on the Company New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on any exchange or in any over-the-counter market, such exchange, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto).
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Termination. The
obligations of the several Underwriters
may terminate this Agreement by notice given by hereunder shall be subject to termination in the
Representatives to absolute discretion of the
Company if, after the execution and delivery of this Agreement and Representative, at any time prior to the
Closing Date, time of purchase or, if applicable, each additional time of purchase, (i)
trading generally if any of the conditions specified in Section 8 shall not have been fulfilled when and as required... by this Agreement to be fulfilled, (ii) if any material adverse and unfavorable change occurs (financial or otherwise), or any development involving a material adverse and unfavorable change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any supplement thereto)), in the operations, business, net worth, condition or prospects of the Company and its subsidiaries, taken as a whole, or the Manager, or a material change in management of the Company or the Manager occurs, whether or not arising in the ordinary course of business, which would, in the sole judgment of the Representative, make it impracticable to market the Securities, (iii) if (a) the United States shall have declared war in accordance with its constitutional processes or there has occurred an outbreak or escalation of hostilities or other national or international calamity or crisis or change or development in economic, political or other conditions the effect of which on, or (b) any material adverse change in the financial markets of the United States or the international financial markets is such as to make it, in the sole judgment of the Representative, impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities, (iv) if trading in any securities of the Company has been suspended or materially limited on, by the Commission or by, as by the case may be, any of NYSE, or if trading generally on the New York Stock Exchange NYSE, NYSE American LLC or The the Nasdaq Global Market, (ii) Market has been suspended, materially limited, (including an 24 automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of any securities issued or guaranteed by the Company days of trading) shall have been suspended on any fixed, or maximum ranges for prices for securities have been required, by such exchange or in FINRA or Nasdaq or by order of the Commission or any over-the-counter market, (iii) other governmental authority, (v) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) States, (vi) if there shall have occurred any outbreak or escalation of hostilities, downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any review or possible change in financial markets or any calamity or crisis that, that does not indicate an improvement, in the judgment rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Representatives, is material and adverse and Exchange Act, (vii) if any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement opinion of the Representatives, impracticable Representative, materially adversely affects or inadvisable to proceed with will materially adversely affect the offer, sale business or delivery operations of the Securities Company, or (viii) if any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representative, has a material adverse effect on the terms and securities markets in the manner United States. If the Representative elects to terminate this Agreement as provided in this Section 9, the Company and each other Underwriter shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this 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 3, 5(p), 7, 11 and 12 hereof), and the Registration Statement, Underwriters shall be under no obligation or liability to the General Disclosure Package Company under this Agreement (except to the extent provided in Sections 11 and 12 hereof) or the Final Prospectus. to one another hereunder.
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Termination. (a) The Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable
... to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
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Termination. (a)
The Agent may terminate this Agreement, Cowen shall have the right by
written giving notice
to the Company, as hereinafter specified at any time
(1) if there has been, since the time of execution of to terminate this Agreement
or since the date as of which information is given in the Prospectus, if (i) any Material Adverse
Effect, Change, or any development that would reasonably be expected to result in a Material Adverse
Effect Change, has
occurred, which occurred that, in the reasonable
... judgment of Cowen, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of Cowen to market sell the Placement Shares, (2) if there has occurred Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any material adverse change agreement on its part to be performed hereunder; provided, however, in the financial markets in the United States or the international financial markets, case of any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment failure of the Agent, impracticable Company to deliver (or cause another person to deliver) any certification, opinion, or inadvisable letter required under Sections 7(m), 7(n), or 7(o), Cowen's right to market terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; or (iii) any other condition of Cowen's obligations hereunder is not fulfilled, or (iv), any suspension or limitation of trading in the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading securities generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market Nasdaq shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent Cowen elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), Cowen shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right by giving notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination. (c) Cowen shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 11(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Cowen or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
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Termination. (a)
The Agent may terminate this Agreement, HCW shall have the right by
giving written notice
to the Company, as hereinafter specified at any time
(1) if there has been, since the time of execution of to terminate this Agreement
or if (i) since the date
as of
which information is given in the Prospectus, this Agreement, any Material Adverse
Effect, Change, or any development that would reasonably be expected to result in a Material Adverse
Effect Change has
occurred, which occurred that, in the
... reasonable judgment of HCW, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of HCW to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market sell the Placement Shares hereunder, (ii) the Company shall have failed, refused or been unable to enforce contracts for perform any agreement on its part to be performed hereunder (through no fault of HCW); provided, however, in the sale case of any failure of the Placement Shares, (3) if Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o), HCW's right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; (iii) any other condition of HCW's obligations hereunder is not fulfilled; or (iv), any suspension of trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent HCW elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), HCW shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right, by giving ten (10) days written five (5) days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent HCW shall have the right, by giving ten (10) days written five (5) days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent HCW on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 11(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 shall remain in full force and effect. 28 (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent HCW or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
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Termination. (a) The
Agent may terminate this Agreement, Agents shall have the right by
written giving notice
to the Company, as hereinafter specified at any time
(1) if there has been, since the time of execution of to terminate this Agreement
or since the date as of which information is given in the Prospectus, if (i) any Material Adverse
Effect, Change, or any development that
would could reasonably be expected to result in a Material Adverse
Effect Change has
occurred, which occurred that, in the
... reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable Agents, may materially impair the ability of the Agents to market sell the Placement Shares, (2) if Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 22 7(n), or 7(o), the Agents' right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than fifteen (15) calendar days from the date such delivery was required; (iii) any other condition of the Agents' obligations hereunder is not fulfilled; (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on Nasdaq shall have occurred; (v) a general banking moratorium shall have been declared by any of United States federal or New York authorities; or (vi) there has shall have occurred any material adverse outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any substantial change or development involving a prospective substantial change in national United States or international political, financial or economic conditions, in each case the effect of which is such as to make it, conditions that, in the judgment of the Agent, impracticable or inadvisable Agents, may materially impair the ability of the Agents to market sell the Placement Shares hereunder or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent Agents elects to terminate this Agreement as provided in this Section 12(a), 11(a), the Agent Agents shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right, by giving ten (10) days written days' prior notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent Agents shall have the right, by giving ten (10) days written days' prior notice as hereinafter specified to terminate this Agreement in its their sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent Agents on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 11(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 7 of this Agreement, Agreement and notwithstanding anything herein to the contrary, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall Agents will only be entitled only to reimbursement of its out-of-pocket out of pocket expenses actually incurred.
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View Variations (435)
Termination. (a) The Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable
... to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
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Termination. (a)
The Agent may terminate this Agreement, Cowen shall have the right by
written giving notice
to the Company, as hereinafter specified at any time
(1) if there has been, since the time of execution of to terminate this Agreement
or since the date as of which information is given in the Prospectus, if (i) any Material Adverse
Effect, Change, or any development that would reasonably be expected to result in a Material Adverse
Effect Change, has
occurred, which occurred that, in the reasonable
... judgment of Cowen, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of Cowen to market sell the Placement Shares, (2) if there has occurred Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any material adverse change agreement on its part to be performed hereunder; provided, however, in the financial markets in the United States or the international financial markets, case of any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment failure of the Agent, impracticable Company to deliver (or cause another person to deliver) any certification, opinion, or inadvisable letter required under Sections 7(m), 7(n), or 7(o), Cowen's right to market terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; or (iii) any other condition of Cowen's obligations hereunder is not fulfilled, or (iv), any suspension or limitation of trading in the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading securities generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market Nasdaq shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent Cowen elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), Cowen shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right by giving notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination. (c) Cowen shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 11(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Cowen or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
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Termination. (a)
The Agent may terminate this Agreement, HCW shall have the right by
giving written notice
to the Company, as hereinafter specified at any time
(1) if there has been, since the time of execution of to terminate this Agreement
or if (i) since the date
as of
which information is given in the Prospectus, this Agreement, any Material Adverse
Effect, Change, or any development that would reasonably be expected to result in a Material Adverse
Effect Change has
occurred, which occurred that, in the
... reasonable judgment of HCW, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of HCW to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market sell the Placement Shares hereunder, (ii) the Company shall have failed, refused or been unable to enforce contracts for perform any agreement on its part to be performed hereunder (through no fault of HCW); provided, however, in the sale case of any failure of the Placement Shares, (3) if Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o), HCW's right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; (iii) any other condition of HCW's obligations hereunder is not fulfilled; or (iv), any suspension of trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent HCW elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), HCW shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right, by giving ten (10) days written five (5) days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent HCW shall have the right, by giving ten (10) days written five (5) days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent HCW on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 11(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 shall remain in full force and effect. 28 (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent HCW or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
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Termination. (a) The
Agent may terminate this Agreement, Agents shall have the right by
written giving notice
to the Company, as hereinafter specified at any time
(1) if there has been, since the time of execution of to terminate this Agreement
or since the date as of which information is given in the Prospectus, if (i) any Material Adverse
Effect, Change, or any development that
would could reasonably be expected to result in a Material Adverse
Effect Change has
occurred, which occurred that, in the
... reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable Agents, may materially impair the ability of the Agents to market sell the Placement Shares, (2) if Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 22 7(n), or 7(o), the Agents' right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than fifteen (15) calendar days from the date such delivery was required; (iii) any other condition of the Agents' obligations hereunder is not fulfilled; (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on Nasdaq shall have occurred; (v) a general banking moratorium shall have been declared by any of United States federal or New York authorities; or (vi) there has shall have occurred any material adverse outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any substantial change or development involving a prospective substantial change in national United States or international political, financial or economic conditions, in each case the effect of which is such as to make it, conditions that, in the judgment of the Agent, impracticable or inadvisable Agents, may materially impair the ability of the Agents to market sell the Placement Shares hereunder or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent Agents elects to terminate this Agreement as provided in this Section 12(a), 11(a), the Agent Agents shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right, by giving ten (10) days written days' prior notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent Agents shall have the right, by giving ten (10) days written days' prior notice as hereinafter specified to terminate this Agreement in its their sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent Agents on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), 11(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, 7(g), Section 9, Section 10, Section 11, 11(f), Section 16 and Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 7 of this Agreement, Agreement and notwithstanding anything herein to the contrary, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall Agents will only be entitled only to reimbursement of its out-of-pocket out of pocket expenses actually incurred.
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View Variations (435)
Termination. The obligations of the Underwriters hereunder may be terminated by the Representative by notice given to and received by the Company prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 7(j) and 7(k) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement.
Termination. The obligations of the Underwriters hereunder may be terminated by the
Representative Representatives, in their absolute discretion by notice given to
and received by the Company prior to delivery of and payment for the Firm
Units Stock if, prior to that time, any of the events described in Sections
7(j) and 7(k) shall 6(j), 6(k) or 6(l) have occurred or if the Underwriters shall decline to purchase the
Units Stock for any reason permitted under this Agreement.
Termination. The obligations of the Underwriters hereunder may be terminated by the
Representative Representative, in its absolute discretion by notice given to
and received by the Company prior to delivery of and payment for the
Firm Units Stock if, prior to that time, any of the events described in Sections
7(j) and 7(k) shall 6(j), 6(l) or 6(m) have
occurred occurred, or if the Underwriters shall decline to purchase the
Units Stock for any reason permitted under this Agreement.
Termination. The obligations of the Underwriters hereunder may be terminated by the Representative by notice given to and received by the
Company Partnership prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections
7(j) 7(l), 7(m) and
7(k) 7(n) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement.
View Variations (201)
Termination. The obligations of the Underwriters hereunder may be terminated by the Representative by notice given to and received by the Company prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 7(j) and 7(k) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement.
Termination. The obligations of the Underwriters hereunder may be terminated by the
Representative Representatives, in their absolute discretion by notice given to
and received by the Company prior to delivery of and payment for the Firm
Units Stock if, prior to that time, any of the events described in Sections
7(j) and 7(k) shall 6(j), 6(k) or 6(l) have occurred or if the Underwriters shall decline to purchase the
Units Stock for any reason permitted under this Agreement.
Termination. The obligations of the Underwriters hereunder may be terminated by the
Representative Representative, in its absolute discretion by notice given to
and received by the Company prior to delivery of and payment for the
Firm Units Stock if, prior to that time, any of the events described in Sections
7(j) and 7(k) shall 6(j), 6(l) or 6(m) have
occurred occurred, or if the Underwriters shall decline to purchase the
Units Stock for any reason permitted under this Agreement.
Termination. The obligations of the Underwriters hereunder may be terminated by the Representative by notice given to and received by the
Company Partnership prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections
7(j) 7(l), 7(m) and
7(k) 7(n) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement.
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Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (c) if any of the
... conditions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement.
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Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect
thereof, thereof upon the earlier to occur of (a) such date and time as
all of the
Transaction Agreement is Business Combination Agreements are terminated in accordance with
its their terms, (b) upon the mutual written agreement of each of the parties hereto to
... terminate this Subscription Agreement or (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are does not satisfied occur on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, before [ ], 2019; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company GTY shall promptly notify Subscriber the undersigned of the termination of the Transaction Agreement Business Combination Agreements promptly after the termination of such agreement. thereof.
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Termination. This
Subscription Agreement
shall will automatically terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the
earlier to occur termination of
(a) such date and time as the
Transaction Business Combination Agreement
is terminated in accordance with
its terms, (b) upon the
mutual written agreement of each of the parties hereto to terminate... this Subscription Agreement or (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, terms thereof; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company Tiberius shall promptly notify Subscriber Church of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement.
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Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the
earlier earliest to occur of (a) such date and time as the
Transaction Agreement
and Plan of Merger is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription
... class="diff-color-red">Agreement or Agreement, (c) if any of the conditions to the Subscription Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Subscription Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; Subscription Closing, (d) the Outside Date (as defined in the Agreement and Plan of Merger and as may be extended as described therein) if the Merger Closing has not occurred on or before such date and (e) the first anniversary of the date of this Subscription Agreement if the Merger Closing and the Subscription Closing have not occurred on or before such first anniversary; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company Issuer shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after and Plan of Merger (other than such a termination as a result of the termination of such agreement. Merger Closing thereunder).
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Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement or (c) if any of the
... conditions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement.
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Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect
thereof, thereof upon the earlier to occur of (a) such date and time as
all of the
Transaction Agreement is Business Combination Agreements are terminated in accordance with
its their terms, (b) upon the mutual written agreement of each of the parties hereto to
... terminate this Subscription Agreement or (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are does not satisfied occur on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, before [ ], 2019; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company GTY shall promptly notify Subscriber the undersigned of the termination of the Transaction Agreement Business Combination Agreements promptly after the termination of such agreement. thereof.
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Termination. This
Subscription Agreement
shall will automatically terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the
earlier to occur termination of
(a) such date and time as the
Transaction Business Combination Agreement
is terminated in accordance with
its terms, (b) upon the
mutual written agreement of each of the parties hereto to terminate... this Subscription Agreement or (c) if any of the conditions to Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; provided, terms thereof; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company Tiberius shall promptly notify Subscriber Church of the termination of the Transaction Business Combination Agreement promptly after the termination of such agreement.
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Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the
earlier earliest to occur of (a) such date and time as the
Transaction Agreement
and Plan of Merger is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription
... class="diff-color-red">Agreement or Agreement, (c) if any of the conditions to the Subscription Closing set forth in Section 2 of this Subscription Agreement are not satisfied on or prior to the Subscription Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; Subscription Closing, (d) the Outside Date (as defined in the Agreement and Plan of Merger and as may be extended as described therein) if the Merger Closing has not occurred on or before such date and (e) the first anniversary of the date of this Subscription Agreement if the Merger Closing and the Subscription Closing have not occurred on or before such first anniversary; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company Issuer shall promptly notify Subscriber of the termination of the Transaction Agreement promptly after and Plan of Merger (other than such a termination as a result of the termination of such agreement. Merger Closing thereunder).
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Termination. This Agreement may be terminated at any time prior to the Forward Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or (ii) if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the Company's shareholders. In the event of any termination of this Agreement pursuant to this Section
... 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination. This Agreement may be terminated at any time prior to the
Forward Warrant Exchange Closing: (a) by mutual written consent of the Company and the
Purchaser; Investors holding a majority of the Private Placement Warrants; or (b) automatically
(i) if upon the
IPO is not consummated on or prior to twelve months from the date of this Agreement; or (ii) if the Business Combination is not consummated within 24 months from the closing termination of the
IPO, or such later date as may be approved by the... Company's shareholders. Stock Purchase Agreement in accordance with its terms. In the event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser Investors or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination. This Agreement may be terminated at any time prior to the Forward Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to
twelve months from the date of this Agreement; or May 31, 2019; (ii) if the
initial Business Combination is not consummated within 24 months from the
closing IPO Closing; or (iii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal... bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the IPO, Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such later date as may be approved by the Company's shareholders. appointment. In the event of any termination of this Agreement pursuant to this Section 8, 9, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 9 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination. This Agreement may be terminated at any time prior to the
Forward FPS Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to
twelve months March 31, 2019; (ii) if the gross proceeds from the
date of this Agreement; IPO do not equal or
(ii) exceed $150,000,000; (iii) if the Business Combination is not consummated within
24 18 months from the closing of the IPO,
unless extended in accordance with the Charter;... (iv) if the Company becomes bankrupt or such later date as may be approved by the Company's shareholders. insolvent; or 13 (v) if Daniel J. Hennessy is convicted in a criminal proceeding for a crime involving fraud or dishonesty. In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), Price, if previously paid, and all of the Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination. This Agreement may be terminated at any time prior to the Forward Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or (ii) if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the Company's shareholders. In the event of any termination of this Agreement pursuant to this Section
... 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination. This Agreement may be terminated at any time prior to the
Forward Warrant Exchange Closing: (a) by mutual written consent of the Company and the
Purchaser; Investors holding a majority of the Private Placement Warrants; or (b) automatically
(i) if upon the
IPO is not consummated on or prior to twelve months from the date of this Agreement; or (ii) if the Business Combination is not consummated within 24 months from the closing termination of the
IPO, or such later date as may be approved by the... Company's shareholders. Stock Purchase Agreement in accordance with its terms. In the event of any termination of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter 7, this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser Investors or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either any party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination. This Agreement may be terminated at any time prior to the Forward Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to
twelve months from the date of this Agreement; or May 31, 2019; (ii) if the
initial Business Combination is not consummated within 24 months from the
closing IPO Closing; or (iii) if the Company becomes subject to any voluntary or involuntary petition under the United States federal... bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the IPO, Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such later date as may be approved by the Company's shareholders. appointment. In the event of any termination of this Agreement pursuant to this Section 8, 9, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 9 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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Termination. This Agreement may be terminated at any time prior to the
Forward FPS Closing: (a) by mutual written consent of the Company and the Purchaser; (b) automatically (i) if the IPO is not consummated on or prior to
twelve months March 31, 2019; (ii) if the gross proceeds from the
date of this Agreement; IPO do not equal or
(ii) exceed $150,000,000; (iii) if the Business Combination is not consummated within
24 18 months from the closing of the IPO,
unless extended in accordance with the Charter;... (iv) if the Company becomes bankrupt or such later date as may be approved by the Company's shareholders. insolvent; or 13 (v) if Daniel J. Hennessy is convicted in a criminal proceeding for a crime involving fraud or dishonesty. In the event of any termination of this Agreement pursuant to this Section 8, 7, the Forward FPS Purchase Price (and interest thereon, if any), Price, if previously paid, and all of the Purchaser's funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees, partners, managers, members, or shareholders stockholders and all rights and obligations of each party shall cease; provided, however, that nothing contained in this Section 8 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.
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