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) Date (or, with respect to the Option Shares, on or prior to the Option Closing Date), by notice to the Company from the Representative, without liability on the part of the Underwriters to the Company or liability on the part of the Company to the Underwr...iters (provided, however, that the provisions of Section 6 shall at all times be effective and shall survive such termination), if, prior to delivery and payment for the Firm Shares to be delivered in the form of the Firm Shares (or the Option Shares), in the sole judgment of the Representative, any of the following shall occur: (a) trading generally or quotation in any of the equity securities of the Company shall have been suspended or materially limited on, by the Commission, The Nasdaq Stock Market or by, as the case may be, any of by an exchange or otherwise; (b) trading in securities generally on the New York Stock Exchange or The Nasdaq Exchange, the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, (ii) trading of any securities issued or guaranteed by the Company NASDAQ Global Select Market shall have been suspended or materially limited or minimum or maximum prices shall have been generally established on any 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 court or other governmental authority having jurisdiction; (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 any over-the-counter market, (iii) 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, shall have occurred, the effect of any of which will, 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 Underwriters' reasonable judgement of the Representatives, judgment, 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 material loss 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 will, in the Registration Statement, Underwriter's reasonable judgment, make it impracticable or inadvisable to market the General Disclosure Package Securities on the terms and in the manner contemplated by the Prospectus; or (f) in the Final Prospectus. reasonable judgment of the Underwriter, there shall have been since the time of execution of this Agreement, a Material Adverse Change, such as to make it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to proceed with the Offering or to market the Securities or enforce contracts for the sale of the 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 Common Stock shall have been suspended by the SEC or materially limited on, 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 Stock Market shall have been suspended or limited or minimum prices shall have been established on any exchange either of such exchanges, (ii) a banking moratorium shall have been declared either by U.S. federal or in any over-the-counter market, 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 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 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 time: (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 Underwriter, 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 gener...ally 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 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 Underwriter, 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 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 the Company's Common Stock shall have been suspended by the Commission or trading in securities generally on the New York Stock Exchange shall have been suspende...d 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 such Exchange, (ii) a banking moratorium shall have been declared either by federal or in any over-the-counter market, New York state authorities, (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 or securities settlement or clearance systems shall have been declared by Federal occurred 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 war or other calamity or crisis, 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 of the Representatives, impracticable or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms as contemplated by any Preliminary Prospectus and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Prospectus (exclusive of any supplement thereto after the Execution Time). View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination, 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 (a) 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 limited, (ii) trading in the case may be, any common stock of the Company on the New York Sto...ck 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, suspended, (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 Federal or New York State authorities or (v) (iv) there shall have occurred any outbreak of hostilities or escalation of hostilities, thereof or any change in financial markets or any other calamity or crisis that, having an adverse effect on the financial markets of the United States and (b) the occurrence or consequences of any one or more of such events, in the reasonable 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, shall have made it 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, the Registration Statement, Time of Sale Information and the General Disclosure Package or the Final Prospectus. 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. 23 11. Reimbursement of the Underwriter's Expenses. If (a) the Company fails to deliver the Securities to the Underwriter for any reason at the Closing Date or any Additional Closing Date, as the case may be, in accordance with this Agreement or (b) the Underwriter declines to purchase the Securities for any reason permitted under this Agreement, then the Company agrees to reimburse the Underwriter for all reasonable out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of counsel to the Underwriter) incurred by the Underwriter in connection with this Agreement and the applicable offering contemplated hereby not to exceed $125,000. 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 Ordinary Shares 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 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 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 Notes, if prior to the Closing Date, such time (i) trading in securities generally or in the Common Stock of the Company listed on the New York Stock Exchange shall have been suspended or materially limited on, or by, as the cas...e 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 by Federal or New York State authorities or (v) a material disruption in the commercial banking or securities settlement or clearance services in the United States shall have occurred or (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, (in the United States or elsewhere) 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, 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 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 or The the Nasdaq 23 Global Market shall have been suspended or limited or minimum prices shall have been established on such 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 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, 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
