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 obligations of the Underwriters may terminate under this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and may be terminated at any time prior to the Closing Date, (i) trading generally shall have been suspended Date (or, with respect to the Option Shares, on or materially limited on, or by, prior to the Option Closing Date), by notice to the Company from the Representative, without liability on the part of the Underwri...ters to the Company, if, prior to delivery and payment for the Firm Shares (or the Option Shares, as the case may be, be), in the sole judgment of the Representative, any of the New York Stock Exchange following shall occur: (a) trading or The Nasdaq Global Market, (ii) trading quotation in any of any the equity securities issued or guaranteed by of the Company shall have been suspended on any or limited by the Commission, The Nasdaq Stock Market or by an exchange or otherwise; (b) trading in securities generally on the New York Stock Exchange, the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select 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 or by order of the Commission or any over-the-counter market, (iii) court or other governmental authority; (c) a general banking moratorium shall have been declared by any of United States federal or New York state authorities; (d) the United States shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred such a material disruption adverse change in securities settlement, payment general economic, political or clearance services financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets 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, be such), or any change in financial markets or any other calamity or crisis that, in shall have occurred, the judgment effect of the Representatives, any of which 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, such as to make it impracticable or inadvisable to proceed with market the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated by the Prospectus; (e) the Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or not such loss shall have been insured, the effect of any of which is such as to make it impracticable or inadvisable to market the Offered Securities on the terms and in the Registration Statement, manner contemplated by the General Disclosure Package Prospectus; or the Final Prospectus. (f) there shall have been a Material Adverse Change. View More
Termination. The obligations of the Underwriters may terminate under this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and may be terminated at any time prior to the Closing Date, (i) trading generally shall have been suspended Date (or, with respect to the Option Securities, on or materially limited on, or by, prior to the Option Closing Date), by notice to the Company from the Representative, without liability on the part of the Unde...rwriters to the Company, if, prior to delivery and payment for the Firm Securities (or the Option Securities, as the case may be, be), in the sole judgment of the Representative, any of the New York Stock Exchange following shall occur: (a) trading or The Nasdaq Global Market, (ii) trading quotation in any of any the equity securities issued or guaranteed by of the Company shall have been suspended on any or limited by the Commission, The Nasdaq Stock Market or by an exchange or otherwise; (b) trading in securities generally on the New York Stock Exchange, the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select 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 or by order of the Commission or any over-the-counter market, (iii) court or other governmental authority; (c) a general banking moratorium shall have been declared by any of U.S. federal, New York authorities; (d) the United States shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred such a material disruption adverse change in securities settlement, payment general economic, political or clearance services financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets 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, be such), or any change in financial markets or any other calamity or crisis that, in shall have occurred, the judgment effect of the Representatives, any of which 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, such as to make it impracticable or inadvisable to proceed with the offer, sale or delivery of market the Securities on the terms and in the manner contemplated by the Prospectus; -30- (e) the Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, the effect of any of which is such as to make it impracticable or inadvisable to market the Securities on the terms and in the Registration Statement, manner contemplated by the General Disclosure Package Prospectus; or the Final Prospectus. (f) there shall have been a Material Adverse Change. 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 time: 19 (a) (i) trading generally in the Company's Common Stock 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 such Exchange, (ii) there shall have occurred any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment clearance or clearance services in the United States shall have occurred, (iv) settlement services, (iii) 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, 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 Time of Sale Information or the Final Prospectus. Prospectus; or (b) the representation in Section 1(b)(iii) is incorrect in any respect. 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 time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been sus...pended 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 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 federal or New York State authorities or (v) state authorities, (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 Preliminary Prospectus or Prospectus (exclusive of any supplement thereto), or (iv) there shall have occurred a material disruption in the manner contemplated in the Registration Statement, the General Disclosure Package commercial banking or the Final Prospectus. securities settlement or clearance services. 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 such delivery and payment (i) (a) trading in the Closing Date, (i) Company's Common Stock shall have been suspended by the Commission or the NASDAQ Global Market or (b) trading in securities g...enerally 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 Exchange 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 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 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 Issuer and 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 the Company's Common Stock 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 trading in securities generally on the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities issued or guaranteed by the Company Select Market shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment limited or clearance services in the United States minimum prices shall have occurred, (iv) been established on such exchanges; (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) authorities; (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, in the judgment effect of the Representatives, which on financial markets is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by this Agreement, the terms Time of Sale Information and in the manner contemplated Prospectus (exclusive of any amendment or supplement thereto); or (iv) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or Time of Sale Information and the Final Prospectus. Prospectus, there has been a Material Adverse Change. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination by 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 such delivery and payment (i) (a) trading or quotation in any of the Closing Date, (i) trading generally Company's securities shall have been suspended or materially limited on, by the Commission or by, as by the case m...ay be, any of NASDAQ Global Select Market ("NASDAQ") or (b) trading in securities generally on either NASDAQ or 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 or limited, or minimum or maximum prices shall have been generally established on any such quotation system or stock exchange by the Commission 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) FINRA, (ii) a general banking moratorium on commercial banking activities shall have been declared by Federal any of the federal, New York, Delaware or New York State authorities or (v) California 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 United States or international financial markets markets, or any calamity substantial change or crisis that, development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the sole judgment of the Representatives, is material and adverse and which, singly makes it impractical or together inadvisable to proceed with any other event specified in this clause (v), makes it, the offer, sale or delivery of the Securities on the terms and in the reasonable judgement manner contemplated by any Disclosure Package or the Final Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of the Securities or (iv) there shall have occurred any Material Adverse Change that, in the sole judgment of the Representatives, makes it 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. Any termination pursuant to this Section 10 shall be without liability on the part of (i) the Company to the Underwriters, except that, in the event of termination pursuant to clauses (i)(a) and (iv) of the immediately preceding 23 sentence, the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 7 hereof, (ii) the Underwriters to the Company or (iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination. View More
Termination. The obligations of the Underwriters may terminate under this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and may be terminated at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as by notice to the case may be, Company from the Representative, without liability on the part of the Underwriters to the Company, if, prior to delivery and payment for the Firm... Shares to be delivered in the form of the Firm Shares, in the sole judgment of the Representative, any of the New York Stock Exchange following shall occur: (a) trading or The Nasdaq Global Market, (ii) trading quotation in any of any the equity securities issued or guaranteed by of the Company shall have been suspended on any or limited by the Commission, The Nasdaq Stock Market or by an exchange or otherwise; (b) trading in securities generally on the New York Stock Exchange, the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select 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 or by order of the Commission or any over-the-counter market, (iii) court or other governmental authority; (c) a general banking moratorium shall have been declared by any of U.S. federal, New York authorities; (d) the United States shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred such a material disruption adverse change in securities settlement, payment general economic, political or clearance services financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets 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, be such), or any change in financial markets or any other calamity or crisis that, in shall have occurred, the judgment effect of the Representatives, any of which 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, such as to make it impracticable or inadvisable to proceed with the offer, sale or delivery of market the Securities on the terms and in the manner contemplated by the Prospectus; (e) the Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, the effect of any of which is such as to make it impracticable or inadvisable to market the Securities on the terms and in the Registration Statement, manner contemplated by the General Disclosure Package Prospectus; or the Final Prospectus. (f) there shall have been a Material Adverse Change. 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 time (i) trading generally in the Company's Common Stock 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 on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment limited or clearance services in the United States minimum prices shall have occurred, (iv) been established on such exchange; (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal U.S. federal or New York State authorities or (v) there shall have occurred a material disruption in commercial banking or securities settlement services in the United States; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of which on 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 such as to make it, in the reasonable judgement sole judgment 20 of the Representatives, impracticable or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any applicable Preliminary Prospectus or the applicable Final Prospectus. Prospectus (exclusive of any amendment or 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 at any time prior to the Closing Date, such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Global Market or 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 Exchange 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) 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
