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
Found in Pactiv Evergreen Inc. contract

Variations of a "Termination" Clause from Business Contracts

Termination. The Underwriters This Agreement may terminate this Agreement by notice given be terminated by the Representatives by notice to the Company if, after the execution and delivery of this Agreement and as follows: (i) at any time prior to the Closing Date, (i) Date if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, business ...affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the offering or delivery of the Notes impracticable or inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Notes impracticable or inadvisable, (c) trading in securities generally on the NYSE, the NYSE MKT Equities or the NASDAQ, or in the Company's securities on the NYSE, shall have been suspended or materially limited on, (other than limitations on hours or by, as the case may be, any numbers of the New York Stock Exchange days of trading) or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established for securities on any exchange such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by either federal or New York State authorities or material disruption in securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal 23 States, (f) any litigation or New York State authorities proceeding is pending or (v) there shall have occurred threatened against any outbreak Underwriter which seeks to enjoin or escalation otherwise restrain, or seeks damages in connection with, or questions the legality or validity of hostilities, this Agreement or the transactions contemplated hereby, or (g) any downgrading, or the giving of any notice of (1) any intended or potential downgrading or (2) any review or possible change in financial markets that does not indicate an affirmation or any calamity or crisis that, improvement in the judgment rating, if any, accorded to any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Section 3(a)(62) of the Representatives, is material Exchange Act; or (ii) as provided in Sections 6 and adverse and which, singly or together with any other event specified in 11 of 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
Found in Welltower Inc. contract
Termination. The Underwriters may terminate this Agreement Agreement, by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and Partnership, at any time at or prior to the Closing Date, Date (i) if, in the opinion of the Underwriters, there has been, since the time of execution of this 23 Agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or othe...rwise, or in the earnings, business affairs or business prospects of the Partnership and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading generally shall have in any securities of the Partnership has been suspended or materially limited on, by the Commission, or by, as the case may be, any of if trading generally on the New York Stock Exchange or The in the Nasdaq Global Market, (ii) Stock Market has been suspended or materially limited, or minimum or maximum prices for trading of any securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices have been required, by any exchange of said exchanges or in by such system or by order of the Commission, the Financial Industry Regulatory Authority, Inc. or any over-the-counter market, (iii) other governmental authority, or (iv) if 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 has been declared by either 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. authorities. View More
Found in BOSTON PROPERTIES LTD PARTNERSHIP contract
Termination. The Underwriters This Agreement may terminate this Agreement by notice given be terminated by the Representatives by notice to the Company if, after the execution and delivery of this Agreement and as follows: (i) at any time prior to the Closing Date, (i) Date if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, business ...affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the offering or delivery of the Notes impracticable or inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Notes impracticable or inadvisable, (c) trading in securities generally on the NYSE, the NYSE MKT Equities or the NASDAQ, or in the Company's securities on the NYSE, shall have been 22 suspended or materially limited on, (other than limitations on hours or by, as the case may be, any numbers of the New York Stock Exchange days of trading) or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established for securities on any exchange such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by either federal or New York State authorities or material disruption in securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal States, (f) any litigation or New York State authorities proceeding is pending or (v) there shall have occurred threatened against any outbreak Underwriter which seeks to enjoin or escalation otherwise restrain, or seeks damages in connection with, or questions the legality or validity of hostilities, this Agreement or the transactions contemplated hereby, or (g) any downgrading, or the giving of any notice of (1) any intended or potential downgrading or (2) any review or possible change in financial markets that does not indicate an affirmation or any calamity or crisis that, improvement in the judgment rating, if any, accorded to any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Section 3(a)(62) of the Representatives, is material Exchange Act; or (ii) as provided in Sections 6 and adverse and which, singly or together with any other event specified in 11 of 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
Found in Welltower Inc. contract
Termination. The Underwriters This Agreement may terminate this Agreement by notice given be terminated by the Representatives by notice to the Company if, after the execution and delivery of this Agreement and as follows: (i) at any time prior to the Closing Date, (i) Date if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, business ...affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the offering or delivery of the Notes impracticable or inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Notes impracticable or inadvisable, (c) trading in securities generally on the NYSE, the NYSE MKT Equities or the NASDAQ, or in the Company's securities on the NYSE, shall have been suspended or materially limited on, (other than limitations on hours or by, as the case may be, any numbers of the New York Stock Exchange days of trading) or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established for securities on any exchange such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by either federal or New York State authorities or material disruption in securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal States, (f) any litigation or New York State authorities proceeding is pending or (v) there shall have occurred threatened against any outbreak Underwriter which seeks to enjoin or escalation otherwise restrain, or seeks damages in connection with, or questions the legality or validity of hostilities, this Agreement or the transactions contemplated hereby, or (g) any downgrading, or the giving of any notice of (1) any intended or potential downgrading or (2) any review or possible change in financial markets that does not indicate an affirmation or any calamity or crisis that, improvement in the judgment rating, if 22 any, accorded to any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Section 3(a)(62) of the Representatives, is material Exchange Act; or (ii) as provided in Sections 6 and adverse and which, singly or together with any other event specified in 11 of 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
Found in 3 Contracts from Welltower Inc.
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, 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 Securities, Common Stock or Warrants 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) (or successor trading of any market) or trading in securities issued generally on the New York Stock Exchange or guaranteed by the Company Nasdaq (or successor trading market) shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter trading market, (ii) the Company shall not have obtained authorization for quotation of the Securities, Common Stock or Warrants on Nasdaq (or successor trading market), (iii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities, (iv) 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, (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 national or international 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 Representative, 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 Statutory Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). 27 11. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. View More
Found in 2 Contracts from 2 Companies
Termination. The Underwriters This Agreement may terminate this Agreement by notice given be terminated by the Representatives by notice to the Company if, after the execution and delivery of this Agreement and as follows: (i) at any time prior to the Closing Date, (i) Date if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, business ...affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the 22 offering or delivery of the Notes impracticable or inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Notes impracticable or inadvisable, (c) trading in securities generally on the NYSE, the NYSE MKT Equities or the NASDAQ, or in the Company's securities on the NYSE, shall have been suspended or materially limited on, (other than limitations on hours or by, as the case may be, any numbers of the New York Stock Exchange days of trading) or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established for securities on any exchange such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by either federal or New York State authorities or material disruption in securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal States, (f) any litigation or New York State authorities proceeding is pending or (v) there shall have occurred threatened against any outbreak Underwriter which seeks to enjoin or escalation otherwise restrain, or seeks damages in connection with, or questions the legality or validity of hostilities, this Agreement or the transactions contemplated hereby, or (g) any downgrading, or the giving of any notice of (1) any intended or potential downgrading or (2) any review or possible change in financial markets that does not indicate an affirmation or any calamity or crisis that, improvement in the judgment rating, if any, accorded to any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Section 3(a)(62) of the Representatives, is material Exchange Act; or (ii) as provided in Sections 6 and adverse and which, singly or together with any other event specified in 11 of 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
Found in Welltower Inc. contract
Termination. The Underwriters This Agreement may terminate this Agreement by notice given be terminated by the Representatives by notice to the Company if, after the execution and delivery of this Agreement and as follows: (i) at any time prior to the Closing Date, (i) Date if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, business ...affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the offering or delivery of the Notes impracticable or inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Notes impracticable or inadvisable, (c) trading in securities generally on the NYSE, the NYSE MKT Equities or the NASDAQ, or in the Company's securities on the NYSE, shall have been suspended or materially limited on, (other than limitations on hours or by, as the case may be, any numbers of the New York Stock Exchange days of trading) or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established for securities on any exchange such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by either federal or New York State authorities or material disruption in securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal States, (f) any litigation or New York State authorities proceeding is pending or (v) there shall have occurred threatened against any outbreak Underwriter which seeks to enjoin or escalation otherwise restrain, or seeks damages in connection with, or questions the legality or validity of hostilities, this Agreement or the transactions contemplated hereby, or (g) any downgrading, or the giving of any notice of (1) any intended or potential downgrading or (2) any review or possible change in financial markets that does not indicate an affirmation or any calamity or crisis that, improvement in the judgment rating, if any, accorded to any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Section 3(a)(62) of the Representatives, is material Exchange Act; or 22 (ii) as provided in Sections 6 and adverse and which, singly or together with any other event specified in 11 of 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
Found in Welltower Inc. contract
Termination. The Underwriters This Agreement may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and be terminated at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as Date by the case may be, Representative by written notice to the Issuers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registr...ation Statement, the Time of Sale Information and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries or the earnings, affairs, or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse, (iii)(a) the suspension or limitation of trading in securities of any Issuer by the Commission or on the New York Stock Exchange, or (b) the suspension or material limitation of trading in securities on the New York Stock Exchange or The the Nasdaq Global Stock Market, (ii) trading Inc. or limitation on prices for securities on any such exchange, (iv) the enactment, publication, decree or other promulgation of any securities issued federal or guaranteed by state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business or operations of the Company shall have been suspended on and its subsidiaries taken as a whole, (v) the declaration of a banking moratorium by either federal or New York State authorities, or (vi) the taking of any exchange action by any federal, state or local government or agency in any over-the-counter market, (iii) respect of its monetary or fiscal affairs which in your opinion has a material disruption in securities settlement, payment or clearance services adverse effect on the financial markets in the United States shall have occurred, and, in -19- the case of clause (i), (ii), (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, (vi), that would, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, Representative, 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 in the Registration Statement, Time of Sale Information and the General Disclosure Package Prospectus, exclusive of any amendment or the Final Prospectus. supplement thereto. View More
Found in D. R. Horton contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, 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 in the Company's Ordinary Shares shall have been suspended by the Commission or New York Stock Exchange (or successor trading market) or ...trading in securities generally on New York Stock Exchange (or successor trading market) shall have been suspended or materially limited on, or by, as minimum prices shall have been established on such exchange or trading market, (ii) the case may be, any Company shall not have obtained authorization for quotation of the Ordinary Shares on the New York Stock Exchange or The Nasdaq Global Market, (ii) (or successor trading of any securities issued or guaranteed by the Company market), (iii) a banking moratorium shall have been suspended on any exchange declared either by U.S. federal or in any over-the-counter market, (iii) New York State authorities, (iv) 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, (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 national or international 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 Representative, 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 Statutory Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). 33 11. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. View More
Found in Thoma Bravo Advantage contract
Termination. The Underwriters This Agreement may terminate this Agreement by notice given be terminated by the Representatives by notice to the Company if, after the execution and delivery of this Agreement and as follows: (i) at any time prior to the Closing Date, (i) Date if any of the following has occurred: (a) since the date hereof, any adverse change or any development involving a prospective adverse change in or affecting the condition, financial or otherwise, of the Company or the earnings, business ...affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that, in your judgment, is material so as to make the offering or delivery of the Notes impracticable or inadvisable, (b) any outbreak or escalation of hostilities or declaration of war or national emergency after the date hereof or other national or international calamity or crisis or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make the offering or delivery of the Notes impracticable or inadvisable, (c) trading in securities generally on the NYSE, the NYSE MKT Equities or the NASDAQ, or in the Company's securities on the NYSE, shall have been suspended or materially limited on, (other than limitations on hours or by, as the case may be, any numbers of the New York Stock Exchange days of trading) or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established for securities on any exchange such exchange, (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) your reasonable opinion materially and adversely affects or will materially or adversely affect the business or operations of the Company, (e) declaration of a banking moratorium by either federal or New York State authorities or material disruption in securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal States, (f) any litigation or New York State authorities proceeding is pending or (v) there shall have occurred threatened against any outbreak Underwriter which seeks to enjoin or escalation otherwise restrain, or seeks damages in connection with, or questions the legality or validity of hostilities, this Agreement or the transactions contemplated hereby, or (g) any downgrading, or the giving of any notice of (1) any intended or potential downgrading or (2) any review or possible change in financial markets that does not indicate an affirmation or any calamity or crisis that, improvement in the judgment rating, if any, accorded to any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Section 3(a)(62) of the Representatives, is material Exchange Act; or (ii) as provided in Sections 6 and adverse and which, singly or together with any other event specified in 11 of 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
Found in 2 Contracts from Welltower Inc.