Termination Clause Example with 2,481 Variations from Business Contracts
This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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.View More
Variations of a "Termination" Clause from Business Contracts
Termination. The Underwriters Underwriter may terminate this Agreement by notice given by the Representatives you to the Company if, Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York NYSE, the American Stock Exchange, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or The Nasdaq Global Mar...ket, the Chicago Board of Trade, (ii) trading of any securities issued or guaranteed by of the Company Partnership 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 or other relevant jurisdiction shall have occurred, (iv) a general any 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, your judgment, 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, your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Final Prospectus. -20- 11. Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If this Agreement shall be terminated by the Underwriter, because of any failure or refusal on the part of the Partnership Parties to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Partnership Parties shall be unable to perform its obligations under this Agreement, the Partnership Parties will reimburse the Underwriter for all out-of-pocket expenses (including the reasonable fees and disbursements of their external counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder. View More
Termination. The Underwriters Prior to the delivery of and payment for the Securities on the Closing Date or any Additional Closing Date, as the case may terminate be, this Agreement may be terminated by the Underwriter in the absolute discretion of the Underwriter by notice given by the Representatives to the Company if, if after the execution and delivery of this Agreement and prior to the Closing Date, Agreement: (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 quotation of any securities issued or guaranteed by the Company shall have been suspended or materially limited on any exchange securities exchange, quotation system or in the over-the-counter market; (ii) trading in securities generally on any of the New York Stock Exchange, the Nasdaq Global Market or the over-the-counter market, market shall have been suspended or materially limited; (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 by Federal federal or New York State authorities state authorities; (iv) there shall have occurred a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (v) there shall have occurred any outbreak or escalation of hostilities, national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets markets, or any calamity substantial change or crisis that, development involving a prospective substantial change in general economic, financial or political conditions in the United States or internationally, as in the judgment of the Representatives, Underwriter 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, it impracticable or inadvisable to proceed with the offer, Offering, sale or delivery of the Securities on the terms and Closing Date or any Additional Closing Date, as the case may be, in the manner contemplated and on the terms described in the Registration Statement, the General Pricing Disclosure Package or to enforce contracts for the Final Prospectus. sale of securities; or (vi) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company and its subsidiaries, considered as one entity, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of: (x) the Company to the Underwriter, except that the Company shall continue to be liable for the payment of expenses under Section 6; (y) the Underwriter to the Company; or (z) any party hereto to any other party except that the provisions of Section 8 and Section 9 and this Section 10 hereof shall at all times be effective and shall survive any such termination. In the event this Agreement is terminated pursuant to this Section 10, the Underwriter shall be entitled to compensation at the percentage set forth in Schedule II hereto with respect to any public or private offering or other financing or capital raising transaction of any kind ("Tail Financing") to the extent that such financing or capital is provided to the Company by investors introduced to the Company by the Underwriter during the one-year period beginning October 2, 2021, if such Tail Financing is consummated at any time within the four (4) month period following termination of this Agreement. View More
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 delivery and payment (i) trading generally in the Company's Common Stock shall have been suspended by the Commission or materially limited on, the Nasdaq Global Market o...r by, as the case may be, any of trading in securities generally on the New York Stock Exchange shall have 25 been suspended or The Nasdaq Global Market, (ii) trading of any securities issued limited or guaranteed by the Company minimum prices shall have been suspended established on any exchange or in any over-the-counter market, (iii) either of such exchanges, (ii) 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) (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 as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). View More
Termination. The obligations of the several Underwriters may terminate under this Agreement may be terminated at any time on or prior to the Closing Date (or, with respect to the Option Shares, on or prior to the applicable Option Closing Date), by notice given by to the Representatives Company from the Representative, without liability on the part of any Underwriter to the Company if, after the execution and delivery of this Agreement and prior to delivery and payment for the Closing Date, (i) trading gener...ally shall have been suspended Firm Shares or materially limited on, or by, Option Shares, as the case may be, in the sole judgment of the Representative, (i) trading in any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading equity securities of any securities issued or guaranteed by the Company shall have been suspended or limited by the Commission or by The NASDAQ Stock Market, (ii) trading in securities generally on The NASDAQ Stock Market shall have been suspended or limited or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such exchange, by order of the Commission or any exchange court or in any over-the-counter market, other governmental authority, or by The NASDAQ Stock Market, (iii) a general banking moratorium shall have been declared by either federal or New York State authorities or any material disruption in of the securities settlement, payment settlement or clearance services in the United States shall have occurred, or (iv) a general moratorium on commercial banking activities shall have been declared by Federal any material adverse change in the financial or New York State authorities securities markets in the United States or (v) there shall have occurred in political, financial or economic conditions in the United States, any outbreak or material escalation of hostilities, hostilities involving the United States, a declaration of a national emergency or any change in financial markets war by the United States, or any other calamity or crisis that, crisis, either within or outside the United States, shall have occurred, the effect of which 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, Representative, impracticable or inadvisable to proceed with completion of the offer, sale public offering or the delivery of and payment for the Securities on Shares. 17 If this Agreement is terminated pursuant to Section 10 hereof, the terms Company shall not be under any liability to any Underwriter except as provided in Sections 4(i), 7 and 8 hereof; but, if for any other reason permitted under this Agreement the purchase of the Shares by the Underwriters is not consummated or if for any reason the Company shall be unable to perform its obligations hereunder, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of counsel to the Underwriters) actually incurred by the Underwriters in connection with the manner contemplated in offering of the Registration Statement, the General Disclosure Package or the Final Prospectus. Shares. View More
Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date, (i) Date (a) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus or the Prospectus, any Material Adverse Effect, whether or not arising in the ordinary course of busi...ness, (b) trading generally shall have been suspended or materially limited or minimum or maximum prices shall have been established, or maximum ranges for prices have been required, on, or by, as the case may be, any NASDAQ, or by order of the New York Stock Exchange Commission or The Nasdaq Global Market, (ii) FINRA or any other governmental authority, (c) trading of any securities issued or guaranteed by of the Company Partnership shall have been suspended or materially limited on any exchange or in any over-the-counter market, (iii) (d) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general (e) any moratorium or material limitation on commercial banking activities shall have been declared by Federal or New York State authorities or (v) state authorities, (f) there shall have occurred any 29 outbreak or escalation of hostilities, act of terrorism involving the United States or declaration by the United States of a national emergency or war, or (g) any other calamity or crisis or any change in financial markets financial, political or any calamity or crisis that, economic conditions in the judgment United States or elsewhere, if the effect of the Representatives, is material and adverse and which, singly or together with any other such event specified in this clause (v), (f) or (g), makes it, in the reasonable judgement of the Representatives, Representatives' judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). View More
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 prior to the Closing Date, such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exch...ange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established on any exchange or in any over-the-counter market, (iii) such Exchange, (ii) 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) (iii) there shall have occurred any outbreak or material escalation of hostilities, hostilities or any change in financial markets or any other calamity or crisis that, the effect of which on the financial markets of England, Germany or the United States is such as to make it, 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 impracticable to market 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. Securities. View More
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 delivery and payment (i) trading generally in the Company's Units, shares of Common Stock or Warrants shall have been suspended by the Commission, the Company shall not ...have obtained authorization for quotation of the Common Stock, Warrants or materially limited on, or by, as the case may be, any of Units on the New York Stock Exchange or The successor trading market or trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market, (ii) Capital Market (or successor trading of any securities issued or guaranteed by the Company market) shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter trading market, (ii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, or (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, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international 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 as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Statutory Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date, Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally or quotation in any of the Company's securities shall have been suspended or materially limited on, by the Commiss...ion or by, as by the case may be, any of the New York Stock Exchange or The trading in securities generally on the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Stock Market and the Company Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in by the United States shall have occurred, (iv) relevant regulatory authority; (ii) a general banking moratorium on commercial banking activities shall have been declared by Federal or any of federal, New York State authorities or (v) Missouri authorities; (iii) there shall have occurred any outbreak or escalation of hostilities, national or international hostilities or any crisis or calamity, or any change in the European, United States or international financial markets markets, or any calamity substantial change or crisis that, development involving a prospective substantial change in the European, United States' or international political, financial or economic conditions, as in the judgment of the Representatives, 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, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date or the Additional Closing 32 Date, as the case may be, in the manner and on the terms described in this Agreement and in the manner contemplated in the Registration Statement, the General Pricing Disclosure Package or to enforce contracts for the Final Prospectus. sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Company Material Adverse Change or any Combined Entity Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, Issuer, if after the execution and delivery of this Agreement and on or prior to the Closing Date, Date (i) a suspension or material limitation in trading in securities generally shall have been suspended or materially limited on, or by, as the case may be, any of on the New York Stock Exchange or The the Nasdaq Gl...obal Market, Market; (ii) a suspension or material limitation in trading of any securities issued or guaranteed by AHR, the Company shall have been suspended Issuer on any exchange or in any over-the-counter market, exchange; (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 either Federal or New York State authorities or (v) there shall have occurred any a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities, hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial markets financial, political or any calamity or crisis that, economic conditions in the judgment United States or elsewhere, if the effect of the Representatives, is material and adverse and which, singly or together with any other such event specified in this clause (v), (iv) or (v) in your judgment makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, sale public offering or the delivery of the Securities being delivered on the Closing Date on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Underwriters, 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 Underwriters, 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). View More
