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 If any one or more of the Underwriters shall fail or refuse to purchase the Senior Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Senior Notes, then the other Underwriters shall be obligated severally in the proportions which the principal amount of the Senior Notes set ...forth opposite their respective names in Schedule I bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may terminate specify, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate principal amount of the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Senior Notes and arrangements satisfactory to the Underwriters and the Company for the purchase of such Senior Notes are not made within 36 hours after such default, this Agreement by notice given by will terminate without liability on the part of any non- 15 defaulting Underwriter (except as provided in Sections 6(i) and 9) or of the Company (except as provided in Sections 6(c) and 9). In any such case not involving a termination, either 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 the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any over-the-counter market, (iii) a material disruption other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability 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 respect of any outbreak or escalation default 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 such Underwriter under 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. Agreement. View More
Termination. The If any one or more of the Underwriters shall fail or refuse to purchase the Senior Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Senior Notes, then the other Underwriters shall be obligated severally in the proportions which the principal amount of the Senior Notes set ...forth opposite their respective names in Schedule I bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may terminate specify, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate principal amount of the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Senior Notes and arrangements satisfactory to the Underwriters and the Company for the purchase of such Senior Notes are not made within 36 hours after such default, this Agreement by notice given by will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Sections 6(h) and 9) or of the Company (except as provided in Sections 6(c) and 9). In any such case not involving a termination, either 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 the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any over-the-counter market, (iii) a material disruption other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability 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 respect of any outbreak or escalation default 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 such Underwriter under 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. Agreement. View More
Termination. The If any one or more of the Underwriters shall fail or refuse to purchase the Senior Notes which it or they have agreed to purchase hereunder, and the aggregate principal amount of the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Senior Notes, then the other Underwriters shall be obligated severally in the proportions which the principal amount of the Senior Notes set ...forth opposite their respective names in Schedule I bears to the aggregate underwriting obligations of all non-defaulting Underwriters, or in such other proportions as the Underwriters may terminate specify, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate principal amount of the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Senior Notes and arrangements satisfactory to the Underwriters and the Company for the purchase of such Senior Notes are not made within 36 hours after such default, this Agreement by notice given by will terminate without liability on the part of any non-defaulting Underwriter (except as provided in Sections 6(i) and 9) or of the Company (except as provided in Sections 6(c) and 9). In any such case not involving a termination, either 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 the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any over-the-counter market, (iii) a material disruption other documents or arrangements may be effected. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability 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 respect of any outbreak or escalation default 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 such Underwriter under 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. Agreement. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative by notice given to and received by the Representatives Company and the Selling Stockholders prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 9(m) and 9(n) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 37 13. Reimbursement of Underwriters' Exp...enses. If (a) the Company or any Selling Stockholder shall fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, the Company if, after will reimburse the execution Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with 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 proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Stock, and upon demand the Company shall have been suspended on pay the full amount thereof to the Representative. If the Company is required to make any exchange payments to the Representative under this Section 13 because of any Selling Stockholder's failure to tender the Stock for delivery to the Underwriters for any reason or in because of any over-the-counter market, (iii) a material disruption in securities settlement, payment Selling Stockholder's refusal, inability or clearance services in failure to satisfy any condition to 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 obligations of the Representatives, Underwriters set forth in Section 9, such defaulting Selling Stockholder shall reimburse the Company on demand for all amounts so paid; provided that if there is material and adverse and which, singly or together with any other event specified more than one defaulting Selling Stockholder, then such defaulting Selling Stockholders pro rata in proportion to the percentage of Option Stock to be sold by each shall reimburse the Company on demand for all amounts so paid. If this clause (v), makes it, in the reasonable judgement Agreement is terminated pursuant to Section 11 by reason of the Representatives, impracticable default of one or inadvisable more Underwriters, neither the Company nor any Selling Stockholder shall be obligated to proceed with the offer, sale or delivery reimburse any defaulting Underwriter on account of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative by notice given to and received by the Representatives Company prior to the Company if, after the execution and delivery of this Agreement and payment for the Shares if, prior to that time, (a) any of the events described in Section 7 shall have occurred or (b) if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. 28 10. Defaulting Under...writer. If, on the Initial Closing Date or the Option Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any one or more of the New York Stock Exchange several Underwriters defaults on its obligation to purchase the Shares that it or The Nasdaq Global Market, (ii) trading they have agreed to purchase hereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase does not exceed 10% of the aggregate number of the Shares to be purchased on such date, the non-defaulting Underwriters may make arrangements for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement, including any of the non-defaulting Underwriters. If no such arrangements are made within 48 hours after any such default by any Underwriter, the non-defaulting Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Shares set forth opposite their respective names on Schedule 1 bears to the aggregate number of Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters defaults on its obligation to purchase the Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of the Shares which such defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase exceeds 10% of the aggregate number of the Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any securities issued non-defaulting Underwriter or guaranteed the Company. In the event of a default by any Underwriter or Underwriters as set forth in this Section 10, the Initial Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding five business days in order to effect any changes that in the opinion of counsel for the Company shall have been suspended on any exchange or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any over-the-counter market, (iii) a material disruption other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in securities settlement, payment respect of any such default of any such default of any such Underwriter 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 Underwriters under this Agreement. As used in this clause (v), makes it, Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the reasonable judgement of the Representatives, impracticable or inadvisable Schedule 1 hereto that, pursuant 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. this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Company and the Selling Stockholders prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 9(l), 9(m) and 9(n) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement (including pursuant to Section 12). 34 14. Reimburs...ement of Underwriters' Expenses. If (a) this Agreement is terminated pursuant to Section 12, which allows termination by the Representatives in certain circumstances if one or more of the Selling Stockholders default, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, the Company if, after and the execution Selling Stockholders shall reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior the proposed purchase of the Stock, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any Representatives. If this Agreement is terminated pursuant to Section 11 by reason of the New York Stock Exchange default of one or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by more Underwriters, neither the Company nor any Selling Stockholder shall have been suspended be obligated to reimburse any defaulting Underwriter 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 account 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. those expenses. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Partnership prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 7(i) or 7(k) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement. 47 11. Reimbursement of Underwriters' Expenses. If (a) the Partner...ship shall fail to tender the Units for delivery to the Company if, after Underwriters for any reason, or (b) the execution Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, the Partnership will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of one set of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior the proposed purchase of the Units, and upon demand the Partnership shall pay the full amount thereof to the Closing Date, (i) trading generally shall have been suspended Representatives. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or materially limited on, more Underwriters or by, the purchase of the Units is not consummated as a result of the case may be, occurrence of 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 events described 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 Section 7(k) (other than an event specified in this clause (v), makes it, in Section 7(k)(i)(B)), the reasonable judgement Partnership shall not be obligated to reimburse any defaulting Underwriter on account 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. those expenses. View More
Termination. The Underwriters obligations of the Underwriter hereunder may terminate this Agreement be terminated by the Underwriter by notice given to and received by the Representatives Company and the Selling Shareholders prior to delivery of and payment for the Shares if, prior to that time, any of the events described in Sections 9(n), 9(o) and 9(p) shall have occurred or if the Underwriter shall decline to purchase the Shares for any reason permitted under this Agreement. 33 12. Reimbursement of Underw...riter's Expenses. If (a) the Selling Shareholders fail to tender the Shares for delivery to the Underwriter for any reason, or (b) the Underwriter shall decline to purchase the Shares for any reason permitted under this Agreement except the occurrence of an event described in Section 9(p), the Company if, after will reimburse the execution Underwriter for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriter) incurred by the Underwriter in connection with 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 proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Shares, and upon demand 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 pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Underwriter. If this Agreement is terminated 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 reason 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 default of the Representatives, impracticable or inadvisable Underwriter, the Company shall not be obligated to proceed with the offer, sale or delivery reimburse such defaulting Underwriter on account of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Company and the Selling Stockholders prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 9(m), 9(n) and 9(o) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 38 13. Reimbursement of Underwrite...rs' Expenses. If (a) the Company or any Selling Stockholder shall fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, the Company if, after and the execution Selling Stockholders will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior the proposed purchase of the Stock, and upon demand the Company and the Selling Stockholders shall pay the full amount thereof to the Closing Date, (i) trading generally shall have been suspended Representatives. If this Agreement is terminated pursuant to Section 11 by reason of the default of one or materially limited on, more Underwriters or by, the purchase of the Stock is not consummated as a result of the case may be, occurrence of any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading events described in Section 9(o) (other than the occurrence of any securities issued or guaranteed by an event described in Section 9(o)(i)(B)), neither the Company nor any Selling Stockholder shall have been suspended be obligated to reimburse any defaulting Underwriter 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 account 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. those expenses. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Partnership prior to delivery of and payment for the Firm Units if, prior to that time, any of the events described in Sections 7(j), 7(k) and 7(l) shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement. 30 11. Reimbursement of Underwriters' Expenses. If (a) the ...Partnership shall fail to tender the Units for delivery to the Company if, after Underwriters for any reason or (b) the execution Underwriters shall decline to purchase the Units for any reason permitted under this Agreement, the Partnership will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and prior the proposed purchase of the Units, and upon demand the Partnership shall pay the full amount thereof to the Closing Date, (i) trading generally shall have been suspended Representatives. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 9 by reason of the default of one or materially limited on, more Underwriters or by, the purchase of the Units is not consummated as a result of the case may be, occurrence of any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading events described in Section 7(k) (other than the occurrence of an event described in Section 7(k)(i)(B)), the Partnership shall not be obligated to reimburse any securities issued or guaranteed by the Company shall have been suspended defaulting Underwriter 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 account 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. those expenses. View More