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 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, the Nasdaq Global Select 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 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 either of such exchanges, (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, 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 (i) trading in any securities 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 Nas...daq Global Market, (ii) trading of any securities issued or guaranteed by the Company or any Guarantor on the New York Stock Exchange or the NASDAQ Global Market shall have been suspended or materially limited or minimum prices shall have 23 been established on any such exchange or in any over-the-counter market, (iii) the NASDAQ Global Market; (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 U.S. federal or New York State authorities 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, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or the Final Prospectus. supplement thereto). View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given by be terminated in the absolute discretion of the Representatives to the Company if, if after the execution and delivery of this Agreement and prior to the Closing Date, if (A) (i) trading generally shall have been materially suspended or materially limited on, on or by, as the case may be, any of the The NASDAQ Global Select Market, The New York Stock Exchange or The Nasdaq Global Market, NYSE MKT LLC (formerly kn...own as the American Stock Exchange), (ii) trading of any securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter 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 Federal either federal or New York State authorities or (v) state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities, hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in the judgment of the Representatives, Representatives' judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and which, clearance with respect to the Shares, or (B) in the case of any of the events specified in clauses (i) through (v), such event singly or together with any other such event specified in this clause (v), clauses (i) through (v) makes it, in the reasonable judgement of the Representatives, Representatives' judgment, impracticable or inadvisable to proceed with the offer, offering, sale or and delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the General Pricing Disclosure Package and the Prospectus. If the Representatives, on behalf of the Underwriters, elect to terminate their obligations pursuant to this Section 5, the Company shall be notified promptly in writing. (b) If (i) this Agreement is terminated pursuant to Section 5(a), (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Final Prospectus. Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. 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 generally there shall have been suspended a suspension or materially limited on, or by, as the case may be, any of material limitation in trading in securities gene...rally on the New York Stock Exchange or The Nasdaq Global Market, Exchange; (ii) trading of any securities issued or guaranteed by the Company there shall have been suspended on any exchange a suspension or material limitation in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services trading in the United States Company's common stock on the New York Stock Exchange; (iii) there shall have occurred, (iv) been a general moratorium on commercial banking activities declared by either federal or New York state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have been declared an outbreak or escalation of hostilities involving the United States or the declaration by Federal the United States of a national emergency or New York State authorities war, or (v) there shall have occurred any outbreak other calamity or escalation of hostilities, crisis or any change in financial markets financial, political or economic conditions in the United States or elsewhere, if the effect of any calamity such event specified in clause (iv) or crisis that, (v) 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, Representatives make it impracticable or inadvisable to proceed with the offer, sale public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. 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, Partnership and each other Underwriter, if (1) 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, by any of the New York NYSE or the Nasdaq Stock Exchange or The Nasdaq Global ...Market, Market; (ii) trading of any securities issued or guaranteed by the Company Partnership's Common Units shall have been suspended on any exchange or in any over-the-counter market, 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 federal or New York State authorities authorities; (iv) there shall have occurred any downgrading of the type described in Section 6(d); or (v) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in each case, 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, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Notes on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus there has been any Material Adverse Effect that would make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in the Registration Statement, the General Pricing Disclosure Package or and the Final Prospectus. If the Representatives elect to terminate this Agreement as provided in this Section 9, the Partnership shall be notified promptly in writing. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of JPMorgan, 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 (i) trading 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 Nasdaq Global Market, NASDAQ Stock Market or the over-the-counter market; (i...i) trading of any securities issued or guaranteed by the Company or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market, 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 federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, JPMorgan, 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 in the manner contemplated in by this Agreement, the Registration Statement, Time of Sale Information and 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 to the Company if, Company, if after the execution and delivery of this Agreement hereof and prior to the Closing Date, (i) Date: (a) there has been, since the time of the execution hereof 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 busines...s; (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 of the New York Stock Exchange Exchange, the NYSE MKT, LLC or The Nasdaq Global Market, (ii) LLC, or by order of the Commission, FINRA or any other governmental authority; (c) trading of any securities issued or guaranteed by of the Company shall have been suspended or materially limited on any exchange or in any over-the-counter market, (iii) market; (d) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general occurred; (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, Representatives' 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. Prospectus (exclusive of any supplement thereto). View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given by be terminated in the absolute discretion of the Representatives to the Company if, if after the execution and delivery of this Agreement and prior to the Closing Date, if (i) trading generally shall have been materially suspended or materially limited on, on or by, as the case may be, any of the The Nasdaq Global Select Market, The New York Stock Exchange or The Nasdaq Global Market, NYSE American LLC (formerly k...nown as the American Stock Exchange), (ii) trading of any securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter market, The Nasdaq Global Select 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 Federal either federal or New York State authorities or (v) state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities, hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in the judgment of the Representatives, Representatives' judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and which, singly or together clearance with respect to the Securities, if, in the case of any other event of the events specified in this clause clauses (i) through (v), makes it, such event, in the reasonable judgement of the Representatives, Representatives' judgment, makes it impracticable or inadvisable to proceed with the offer, offering, sale or and delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Pricing Disclosure Package and the Prospectus. If the Representatives, on behalf of the Underwriters, elect to terminate their obligations pursuant to this Section 5, the Company shall be notified promptly in writing. -19- (b) If (i) this Agreement is terminated pursuant to Section 5(a) or (ii) the Final Prospectus. Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. 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 Exchange 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 reasonable 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 its subsidiary 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 subsidiary, 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 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 to the Issuer prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Issuer's Common Stock shall have been suspended by the Representatives to Commission or the Company if, after NYSE or trading in securities generally on the execution and delivery of this Agreement and prior to the Closing Date, (...i) trading generally NYSE 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) there shall have occurred a material disruption in securities settlement, payment clearance or clearance settlement services in the United States shall have occurred, (iv) States; (iii) a general banking moratorium on commercial banking activities shall have been declared either by Federal U.S. federal or New York State authorities 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, 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), (iv), makes it, in the reasonable judgement sole judgment 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
