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 be terminated by the Representative by notice given by the Representatives 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 earning...s, 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 Welltower Inc. 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 Units, Common Stock or Warrants shall have been suspended by the Commission or the Nasdaq Global Market (or successor tr...ading market) or trading in securities generally on the Nasdaq Global Market (or successor trading market) shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange minimum prices shall have been established on such exchange or The Nasdaq Global Market, trading market, (ii) trading of any securities issued or guaranteed by the Company shall not have obtained authorization for quotation of the Common Stock, Warrants or Units on the Nasdaq Global Market (or successor trading 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 supplement thereto). 26 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 McLaren Technology Acquisition Corp. contract
Termination. The Underwriters This Agreement may terminate this Agreement be terminated by you by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and (a) at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, Date if any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading following has occurred: (i) since the date as of any securities issued or gu...aranteed 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 which information is given in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have Registration Statement, the General Disclosure Package and the Prospectus, there has been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or (A) any change in financial markets the capital stock (other than issuances pursuant to equity incentive plans) or increase in long-term debt of the Company or any calamity of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or crisis that, (B) any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, financial position or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of clause (A) or (B), the effect of which in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), Representative 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 the Registration Statement, by this Agreement, the General Disclosure Package and the Prospectus, (ii) since the Applicable Time there has been any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the Final Prospectus. effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, materially impair the investment quality of the Securities, or (iii) since the Applicable Time there has been a suspension of trading in securities generally on the New York Stock Exchange or The NASDAQ Stock Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange, (iv) since the Applicable Time there has been a declaration of a banking moratorium by United States or New York State authorities, (v) since the Applicable Time (A) there has been any downgrading in the rating accorded the Company's debt securities by Moody's or S&P, or (B) either Moody's or S&P, or both, have publicly announced that they have under surveillance or review, with possible negative implications, their rating of any of the Company's debt securities or (vi) since the Applicable Time there has been the suspension of trading of any securities issued or guaranteed by the Company by the NASDAQ Global Select Market, the Commission, or any other governmental or regulatory authority; or (b) as provided in Sections 6 and 9 of this Agreement. 33 12. SUCCESSORS. This Agreement has been and is made solely for the benefit of the Underwriters and the Company and the Subsidiary Guarantors and their respective successors, executors, administrators, heirs and assigns, and the selling agents and affiliates, officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign merely because of such purchase. View More
Found in GOODYEAR TIRE & RUBBER CO contract
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to Securities to be purchased on a Closing Date by the Representatives to Underwriter by notifying the Company if, after at any time at or before a Closing Date if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the execution and delivery reasonable opinion of this Agreement and prior the Underwriter will in the immediate future materially disr...upt, the market for the Company's securities or securities in general; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the Closing Date, (i) reasonable judgment of the Underwriter, inadvisable or impracticable to market Securities or enforce contracts for the sale of Securities; (iii) trading generally shall have in the any securities of the Company has been suspended or materially limited on, by the Commission or by, as the case may be, any of trading generally on the New York Stock Exchange Exchange, the Nasdaq Capital Market or The the Nasdaq Global Market, (ii) trading of any has been suspended or materially limited, or minimum or maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices for securities have been required, by any exchange of said exchanges or in by such system or by order of the Commission, FINRA, or any over-the-counter market, (iii) a material disruption in securities settlement, payment other governmental or clearance services in the United States shall have occurred, regulatory authority; (iv) a general banking moratorium on commercial banking activities shall have has been declared by Federal any state or New York State authorities federal authority; 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 reasonable judgment of the Representatives, Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is material and adverse and which, singly given in the Prospectus, a Material Adverse Effect, whether or together with any other event specified not arising in this clause (v), makes the ordinary course of business, such as to make it, in the reasonable judgement judgment of the Representatives, Underwriter, inadvisable or impracticable to market the Securities or inadvisable enforce contracts for the sale of the Securities. 27 (b) If this Agreement is terminated pursuant to proceed any of its provisions, the Company will not be under any liability to any Underwriter, and the Underwriter shall not be under any liability to the Company, except that (y) the Company will reimburse the Underwriter only for all actual, accountable out-of-pocket expenses (including the reasonable fees and disbursements of its counsel) reasonably incurred by the Underwriter in connection with the offer, proposed purchase and sale or delivery of the Securities on or in contemplation of performing its obligations hereunder subject to a cap of $25,000 and (z) if the terms and in Underwriter failed or refused to purchase Securities agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, the manner contemplated in Underwriter shall not be relieved of liability to the Registration Statement, the General Disclosure Package Company for damages occasioned by its failure or the Final Prospectus. refusal. View More
Found in Quick Start Holdings, Inc. contract
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, 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 T...he the Nasdaq Global Market, Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any national securities 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, 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 or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. 22 10. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing the Agreement; (iv) the fees and expenses of the Company's counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification of the Final Prospectus. Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriter up to an aggregate amount of $10,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA; (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors, except that (A) the Company, on the one hand, and the Underwriter, on the other hand, will share equally the cost of any aircraft chartered for both the Company and the Underwriter in connection with the "road show" and (B) the lodging and incidental expenses of employees of the Underwriter shall be the responsibility of the Underwriter and (x) all expenses and application fees related to the listing of the Shares on the Exchange. Except as explicitly provided in this Section 10(a), Section 10(b) and Section 7, the Underwriter shall pay its own expenses, including the fees and disbursements of its counsel and other advisors. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriter or (iii) the Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriter for all out-of-pocket costs and expenses (including the reasonable fees and expenses of its counsel) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereby. View More
Found in Chesapeake Lodging Trust 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 Units, Common Shares or Warrants shall have been suspended by the Commission or the New York Stock Exchange (or successo...r trading market) or trading in securities generally on the 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 Common Shares, Warrants or Units 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). 30 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 ShoulderUP Technology Acquisition Corp.
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 (a) at any time prior to the Closing Date, (i) trading generally shall have been suspended Date or materially limited on, or by, any Option Closing Date (if different from the Closing Date and then only as the case may be, to Option Securities) if any of the New York Stock Exchange or The Nasdaq Globa...l Market, (ii) trading following has occurred: (i) since the respective dates as 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, which information 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 given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or 27 any development involving a prospective material adverse change in or affecting the Final Prospectus. earnings, business, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, which the Representatives deems to materially impair the investment quality of the Securities, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) 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 the judgment of the Representatives, materially impair the investment quality of the Securities, (iii) suspension of trading in securities generally on the New York Stock Exchange or NASDAQ or limitation on prices (other than limitations on hours or numbers of days of trading), (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) the suspension of trading of any security of the Company by NASDAQ, the Commission or any other governmental authority or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representatives has a material adverse effect on the securities markets in the United States; or (b) as provided in Section 6 of this Agreement. View More
Found in GLADSTONE INVESTMENT CORPORATION 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 Shares, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Common Stock shall have been suspended by the Commission or materially limited on, the New York Stock Exchange (or... successor trading market) or by, as the case may be, any of trading in securities generally on the New York Stock Exchange or The Nasdaq Global Market, (ii) Capital Market (or successor trading of any securities issued or guaranteed by the Company 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 Common Stock on the New York Stock Exchange (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 Shares 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). 23 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 AltC Acquisition Corp. contract
Termination. The Underwriters This Agreement may terminate this Agreement be terminated by the Representative by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and (a) at any time prior to the Closing Date, (i) trading generally shall have been suspended Date or materially limited on, or by, any Option Closing Date (if different from the Closing Date and then only as the case may be, to Option Securities) if any of the New York Stock Exchange or The ...Nasdaq Global Market, (ii) trading following has occurred: (i) since the respective dates as 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, which information 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 given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Final Prospectus. earnings, business, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, which the Representative deems to materially impair the investment quality of the Securities, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) 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 the judgment of the Representative, materially impair the investment quality -17- of the Securities, (iii) suspension of trading in securities generally on the New York Stock Exchange or NASDAQ or limitation on prices (other than limitations on hours or numbers of days of trading), (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) the suspension of trading of any of the Company's securities by NASDAQ, the Commission or any other governmental authority or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representative has a material adverse effect on the securities markets in the United States; or (b) as provided in Section 6 of this Agreement. View More
Found in Great Elm Capital Corp. contract
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 Shares, if at any time prior to the Closing Date, such delivery and payment (i) trading in the Company's Shares or Ordinary Shares shall have been suspended by the Commission or Nasdaq (or successor trading market) or trading in... securities generally on Nasdaq (or successor trading market) shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange minimum prices shall have been established on such exchange or The Nasdaq Global Market, trading market, (ii) trading of any securities issued or guaranteed by the Company shall not have obtained authorization for quotation of the Shares or Ordinary Shares on Nasdaq (or successor trading 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 impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on Shares 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). View More
Found in 4 Contracts from 2 Companies