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.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Underwriter, by notice
given by the Representatives to the Company
if, and the Selling Stockholders, 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, on or
by, as the case may be, by any of the New York Stock Exchange or
The the Nasdaq
Global Market, Stock Market; (ii) tradin
...g of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, 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 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, 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 Shares on the Closing Date on the terms and in the manner contemplated in by this Agreement, the Registration Statement, the General Pricing Disclosure Package or and the Final Prospectus. 22 12. [Reserved].
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Termination. The Underwriters may terminate this Agreement by notice given by
the Representatives Morgan Stanley to the
Company if, Company, if after the execution and delivery of this Agreement and prior to
or on the Closing
Date or any Option Closing Date,
as the case may be, (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 Exchange, the NYSE American or
The the Nasdaq Global Market, (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, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Morgan Stanley's 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, Morgan Stanley's 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.
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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, Transaction Entities and the Selling Stockholders, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date or, in the case of the Option Shares, prior to the Additional Closing 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 Stock Exchange or The the Nasdaq Global Market, Stock Market; (ii) trading of any securities issued or guaranteed by any of the Company Transaction Entities shall 25 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, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated in by this Agreement, the Registration Statement, the General Pricing Disclosure Package or and the Final Prospectus.
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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, and the Selling Shareholders, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date or, in the case of the Option Shares, prior to the Additional Closing 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 Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or The Nasdaq Global Market, the Chicago Board of Trade; (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, 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 U.S. federal or New York State authorities authorities; (iv) a material disruption in securities settlement or clearance services in the United States that could reasonably be expected to affect the settlement of the Shares shall have occurred; 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 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 Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated in by this Agreement, the Registration Statement, the General Pricing Disclosure Package or and the Final Prospectus.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice
given by the Representatives to the
Company if, Company, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date or, in the case of the Option Shares, prior to the Additional Closing 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 Stock
Exchange..., the NYSE MKT LLC, the NASDAQ Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or The Nasdaq Global Market, the Chicago Board of Trade; (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, 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 major disruption of settlements of securities, payment or (v) there clearance services in the United States or any other country where such securities are listed; or (v)there shall have occurred any outbreak or escalation of hostilities, hostilities or declaration by the United States of a national emergency or war 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, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated in by this Agreement, the Registration Statement, the General Pricing Disclosure Package or and the Final Prospectus.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Managers, by notice
given by the Representatives to the
Company if, Company, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date or, in the case of Additional Shares, prior to the Option Closing 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 Stock
Exchange Exchange, t...he NYSE MKT LLC or The Nasdaq the NASDAQ Global Market, Select 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, 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, Managers, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date or the Option Closing Date, as the case may be, on the terms and in the manner contemplated in by this Agreement, the Registration Statement, Time of Sale Prospectus and the General Disclosure Package or the Final Prospectus.
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Termination. The Underwriters may terminate this
Agreement Agreement, by notice given by the Representatives 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
16 by, as the case may be, any of the
New York Stock Exchange or The NYSE, the NYSE MKT LLC, the Nasdaq Global Market,
the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Boar...d of Trade, (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, (iii) a material disruption in securities settlement, payment or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe shall have occurred, (iv) a general any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Representatives' 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, Representatives' judgment, 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 Time of Sale Prospectus or the Final Prospectus.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice
given by the Representatives to the
Company if, Company, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date or, in the case of the Option Shares, prior to the Additional Closing 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 Stock Exchange
...or The Nasdaq Global Market, Stock 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, market (other than the suspension of 23 trading of the Stock on the Tel Aviv Stock Exchange in connection with this offering); (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, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated in by this Agreement, the Registration Statement, the General Pricing Disclosure Package or and the Final Prospectus.
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Termination. The Underwriters may terminate this Agreement by notice given by
the Representatives you to the
Company if, Company, the Selling Stockholders who are not parties to a Custody Agreement or Power of Attorney and the persons named as attorneys-in-fact for the Selling Stockholders under the Powers of Attorney, 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, a
...ny of the New York Stock Exchange Exchange, the NYSE MKT or The Nasdaq the NASDAQ Global Market, (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, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities 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.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice
given by the Representatives to the
Company if, Company, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date or, in the case of the Option Shares, prior to the Additional Closing Date: (i)
there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of... which information is given in the Registration Statement, the Pricing Disclosure Package or the Prospectus, any material adverse change in the business, properties, management, financial position, stockholders' equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, (ii) trading generally shall have been suspended or materially limited on, on or by, as the case may be, by any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or The Nasdaq Global Market, (ii) the Chicago Board of Trade; (iii) 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, market; (iv) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities authorities; (v) there shall have occurred any major disruption of settlements of securities, payment or (v) clearance services in the United States or any other country where such securities are listed; or (vi) there shall have occurred any outbreak or escalation of hostilities, hostilities or declaration by the United States of a national emergency or war, 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, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated in by this Agreement, the Registration Statement, the General Pricing Disclosure Package or and the Final Prospectus.
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