Termination Clause Example with 2,481 Variations from Business Contracts
This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii)... a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus.View More
Variations of a "Termination" Clause from Business Contracts
Termination. The Underwriters 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, Representatives 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 Regist...ration 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 the case of clause (i), -20- (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, make it impracticable or inadvisable to proceed with the offer, sale public offering or delivery of 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
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, Ordinary Shares or Warrants shall have been suspended by the Commission or NASDAQ (or successor trading market) o...r 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 Ordinary Shares, Warrants or Units 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 services; 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). View More
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 Units, Common Stock or Warrants 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, Warrants or Units 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 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). 21 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
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of Guggenheim Securities, 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 at or prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Units, shares of Common Stock or Warrants shall have been suspended or materially limited on, by the ...Commission, or by, as trading in securities generally on the case may be, any of the New York Stock 30 Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company 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) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) 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, or with respect to Clearstream or Euroclear systems in Europe, (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 material adverse change in the financial markets in the United States or the international financial markets, any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other national or international calamity or crisis (including, without limitation, an act of terrorism) 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 on 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 such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable Guggenheim Securities, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (v) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Final Prospectus. earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (vi) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the opinion of Guggenheim Securities materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of Guggenheim Securities has a material adverse effect on the securities markets in the United States. View More
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, Representatives 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 Regist...ration 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 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, make it impracticable or inadvisable to proceed with the offer, sale public offering or delivery of 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
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading in the Company's Securities, Common Stock or Warrants shall have been suspended by the Commission or the New York Stock Exchange (or suc...cessor 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 Securities, Common Stock or Warrants 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 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
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading in the Company's Securities, Common Stock or Warrants shall have been suspended by the Commission or the New York Stock Exchange (or suc...cessor 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 Securities, Common Stock or Warrants 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 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
Termination. (a) The obligations of the Underwriters may terminate this Agreement by notice given by hereunder shall be subject to termination in the absolute discretion of the Representatives to the Company if, after the execution and delivery of this Agreement and at any time prior to the Closing Date, Time or any Secondary Closing Time, as applicable, if (i) trading generally any of the conditions specified in Section 5 hereof shall not have been suspended or materially limited on, or by, fulfilled in all... material respects when and as the case may be, any of required by this Agreement to be fulfilled, (ii) trading in securities in general on the New York Stock Exchange or The the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Select Market shall have been suspended or minimum prices shall have been established on any such exchange or in any over-the-counter market, quotation system, (iii) there has been a material disruption in the securities settlement, payment or clearance services in the United States shall States, (iv) additional material governmental restrictions, not in force on the date of this Agreement, have occurred, (iv) been imposed upon the sale or trading in securities, (v) a general banking moratorium on commercial banking activities shall have been declared either by Federal the United States or New York State authorities or (v) there shall have occurred authorities, (vi) any outbreak or escalation of hostilities, hostilities or other calamity, terrorist activity, crises or any change or development involving a prospective change in financial markets national or international political, financial, economic or other conditions or (vii) declaration by the United States of a national emergency or war or other calamity shall have occurred, the effect of any calamity or crisis that, in the judgment of the Representatives, which is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with market the offer, sale or delivery of the Securities Shares on the terms and in the manner contemplated by the Agreement. 19 (b) The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation or statement as to the Registration Statement, results thereof, made by or on behalf the General Disclosure Package Underwriters, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Final Prospectus. Shares. If the purchase of the Shares by the Underwriters is not consummated for any reason other than solely because of (i) a material default of the Underwriters' obligations hereunder or (ii) the termination of this Agreement pursuant to Section 6(a)(ii), Section 6(a)(iii), Section 6(a)(iv), Section 6(a)(v), Section 6(a)(vi) or Section 6(a)(vii), the Company shall reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by the Underwriters in connection with the offering of the Shares and the other transactions hereunder, and the respective obligations of the Company and the Underwriters pursuant to Section 7 hereof shall also remain in effect. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 3 and all obligations under Section 4 and Section 5 shall remain in effect. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the 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 the Nasdaq Capital Market (or successor trading ma...rket) or trading in securities generally on the Nasdaq Capital 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 Shares or Ordinary Shares on the Nasdaq Capital 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 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
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, Company, if after the execution and delivery of this Agreement and prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, or by, as on the case may be, any of the NASDAQ Global Select Market, New York Stock Exchange or The Nasdaq Global Market, in the over-the-coun...ter market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, market; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or federal, New York State authorities or (v) Wisconsin authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information 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 Securities 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 Disclosure Package Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (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 and determination of eligibility for investment of the Final Prospectus. Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority (including the fees and expenses of counsel for the Underwriters relating directly to such review or clearance); and (ix) all expenses incurred by the Company in connection with any "road show" presentation to potential investors. It is understood and acknowledged, however, that, except as provided above and in Section 10(b), the Underwriters will pay all of their own costs and expenses, including fees of their counsel and transfer taxes on resale of any of the Securities. (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. View More
