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 may terminate this This Underwriting 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 Issuer 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 Issuer's common stock shall have been suspended by the SEC 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 or New York State authorities authorities, (iii) there shall have occurred a material disruption in commercial banking or (v) securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in war, or other calamity or crisis, either within or outside the United States, the effect of which on financial markets or any calamity or crisis that, 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 as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the 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 Representative, by notice given by the Representatives to the Company if, prior to delivery of and payment for the Notes, if prior to such time (i) if there has been, at any time on or after the execution and delivery date of this Agreement and prior or since the respective dates as of which information is given in the Disclosure Package or the Prospectus (in each case exclusive o...f any amendments or supplements thereto subsequent to the Closing Date, (i) date of this Agreement), any Material Adverse Effect or any development that could reasonably be expected to result in a Material Adverse Effect, or (ii) trading generally in securities of the Company listed on NASDAQ shall have been suspended or materially limited on, or by, as the case may be, any of minimum prices shall have been established on such exchange, or (iii) a suspension or material limitation in trading securities generally on NASDAQ, 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 banking moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or a material disruption in the commercial banking or securities settlement or clearance services in the United States shall have occurred, or (v) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any other calamity or crisis that, (in the United States or elsewhere), or (vi) any change or development involving a prospective change in national or international political, financial or economic conditions if the effect of which on the financial markets of 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 the reasonable judgement of the Representatives, Representative, impracticable or inadvisable to market the Notes or proceed with the offer, sale or delivery offering of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Notes. 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 over-the-counter market, of the New York Stock Exchange or Nasdaq 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. 24 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 hereof shall at all times be effective and shall survive any such termination. 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 Select M...arket or by, as the case may be, any of trading in securities generally on the New York Stock Exchange or The 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) 26 been established on either of such exchanges or the Nasdaq National Market, (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities authorities, (iii) there shall have occurred a material disruption in commercial banking or (v) securities settlement or clearance services or (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 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 generally in the Company's Class A ordinary shares shall have been suspended by the Commission or materially limited on, or by, as the c...ase 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 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 exchange, (ii) 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 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 as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the 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 by notice given by the Representatives Initial Purchasers to the Company if, and the Guarantor, if (a) 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, on or by, as the case may be, any of either the New York Stock Exchange or The Nasdaq Global Market, NASDAQ Stock Market LLC, or settlement of trading sh...all have been materially disrupted, (ii) trading of any securities issued or guaranteed by of the Company Guarantor 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 in New York shall have been declared by either Federal or New York State authorities or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities (including without limitation an act of terrorism) or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, your judgment, is material and adverse to the financial markets generally and which, (b) in the case of any of the events specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or together with any other event specified in this clause (v), such event, makes 16 it, in the reasonable judgement of the Representatives, your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of market the Securities on the terms and in the manner contemplated in by this Agreement and the Registration Statement, the General Disclosure Package or the Final Prospectus. Offering Memorandum. View More
Termination. The Underwriters may terminate this Agreement by notice given by the Representatives Representative 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 business, (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 Global Market, 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 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, Representative's 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 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 or limited or minimum prices shall have been established on any exchange such Exchange, (ii) a banking moratorium shall have been declared either by U.S. Federal, New York State or in any over-the-counter market, Delaware State authorities, (iii) there shall have occurred a material disruption in 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, hostilities nationally or any change in financial markets internationally involving the United States, declaration by the United States of a national emergency or any war, or other calamity or crisis that, the effect of which on the United States or international 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 as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). View More
Termination. The Underwriters Underwriter may terminate this Agreement by notice given by the Representatives you to the Company if, Company, 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 Stock Exchange or The Nasdaq Exchange, the NYSE MKT, the NASDAQ Global Market, or any other relevant exchanges, (ii) trading of any securities issued or guarant...eed by of 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 States, PRC or Hong Kong shall have occurred, (iv) a general any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities State, PRC or Hong Kong authorities, or (v) there shall have occurred any material adverse change in the financial markets in the United States, PRC, Hong Kong or the international financial markets, any outbreak or escalation of hostilities, or any change in financial markets markets, currency exchange rates or controls 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 Shares on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Final Prospectus. View More
Termination. (a) The Underwriters may Representative shall have the right to terminate this Agreement by giving notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and as hereinafter specified at any time in writing at or prior to the Closing Date, Date without liability on the part of the Underwriters to the Company, if (i) prior to delivery and payment for any Securities (A) trading in securities generally shall have been suspended on or materially limi...ted on, or by, as the case may be, any of by the New York Stock Exchange LLC, the NYSE MKT, or The Nasdaq Global Market, (ii) NASDAQ or in the over the counter market, (B) trading in any of any the securities issued or guaranteed by of 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 exchange, in the United States shall have occurred, (iv) over-the-counter market or by the Commission, (C) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State state authorities or (v) a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, (D) there shall have occurred any outbreak or material escalation of hostilities, hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (E) there shall have occurred any change in financial markets or any other calamity or crisis that, or any material change in general economic, political or financial conditions in the United States, if the effect of any such event specified in clause (D) or (E), in the judgment of the Representatives, Representative, 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 it impractical or inadvisable to proceed with the offer, sale or delivery completion of the Securities sale of the Firm Shares or the Option Shares, as the case may be, at the applicable Closing Date or Option Closing Date, on the terms and in the manner contemplated in by this Agreement, the Registration Statement, Disclosure Package and the General Prospectus, (ii) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Disclosure Package or incorporated by reference therein, there has been any Material Adverse Effect, (iii) the Final Prospectus. Company shall have failed, refused or been unable to comply with the terms of or perform any agreement or obligation under this Agreement in any material respect, other than by reason of a default by the Underwriters, or (iv) any condition to the Underwriters' obligations hereunder is not fulfilled in any material respect (except to the extent the Representative, on behalf of the Underwriters, shall have waived such condition). For purposes of clarification, if the closing of the Offering of the Firm Shares is not completed by November 15, 2014, this Agreement will automatically expire and terminate without any further action required by the parties hereto. (b) If this Agreement is terminated in accordance with Section 7(a) or the purchase of the Securities pursuant to the terms of this Agreement is not consummated for any reason, the Company will reimburse the Underwriters for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of counsel up to a maximum of $125,000) incurred by them in connection with the offering of the Securities, and the Company will have no further obligation or liability hereunder except as set forth in Sections 6, and 7 hereof, and the Underwriters will have no further obligation or liability hereunder except as set forth in Section 6 hereof. View More
