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 Underwriter by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as Date or, in the case may be, of the Option ADSs, the Option Closing Date if any of the New York Stock Exchange following has occurred: (i) since the respective dates as o...f which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, any material adverse change or The Nasdaq Global Market, (ii) trading any development involving a prospective material adverse change in or affecting the earnings, business, operations, condition (financial or otherwise) or prospects of any securities issued or guaranteed by the Company shall have been suspended on any exchange and the Subsidiaries taken as a whole, whether or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services not arising in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal ordinary course of business, if the effect of such change 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, development, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), Underwriter's judgment, makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable for the Underwriter to proceed with the offer, sale public offering or the delivery of the Securities Offered ADSs on the terms and in the manner contemplated in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, (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, England or Wales would, in the Underwriter's judgment, materially impair the investment quality of the Offered ADSs, or (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, or the Final NASDAQ Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such Exchange, (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the Underwriter's opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) the suspension of trading of the Company's ADSs by the NASDAQ Global Market, the Commission, or any other governmental authority or, (vii) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the Underwriter's opinion has a material adverse effect on the securities markets in the United States and, in the Underwriter's judgment, makes it impracticable or inadvisable for the Underwriter to proceed with the public offering or the delivery of the Offered ADSs on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus. View More
Found in AMARIN CORP PLC 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, Ordinary Shares or Warrants shall have been suspended by the Commission or the Nasdaq Capital Market (or successo...r trading market) 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 Ordinary Shares, Warrants or Units on the Nasdaq Capital Market (or 25 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). View More
Found in 2 Contracts from Burgundy Technology Acquisition Corp
Termination. The Underwriters may terminate this Agreement by written notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) (a) 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 the NASDAQ Global Market, (ii) (b) trading of any securities issued or guaranteed by of the Company or the Guarantor shall have been suspended on any ex...change or in any over-the-counter market, (iii) (c) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general (d) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) (e) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Representatives' judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), (e), makes it, in the reasonable judgement of the Representatives, Representatives' judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus. 16 10. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Guarantor. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the General Disclosure Package Time of Sale Prospectus, the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Final Prospectus. Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the Company and the Guarantor will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder. View More
Found in CF Industries Holdings Inc contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Underwriter, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and prior to payment for the Notes on the Closing Date, if prior to such time there shall have occurred any (i) suspension or material limitation of trading generally shall have been suspended or materially limited on, or by, as the case may be, any of... on the New York Stock Exchange or The Nasdaq Global Market, a material disruption in settlement services in the United States, (ii) suspension of trading of any securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) declaration of a general moratorium on commercial banking activities shall have been declared by Federal in California or New York State authorities by either Federal or state authorities, (iv) lowering of the rating assigned to any debt securities of the Company by any nationally-recognized securities rating agency or public announcement by any such rating agency that it has under surveillance or review, with possible negative consequences, its rating of any debt securities of the Company or (v) there shall have occurred any outbreak or escalation of hostilities, hostilities in which the United States is involved, declaration of war by Congress or any change in financial markets or any calamity or crisis including, without limitation, an act of terrorism, that, in the judgment of the Representatives, Underwriter, is material and adverse and which, singly and, in the case of any of the events described in clauses (i) through (v), such event, either alone or together with any other event specified in this clause (v), such 17 event, makes it, in the reasonable judgement judgment of the Representatives, Underwriter, impracticable or inadvisable to proceed with the offer, sale or delivery completion of the Securities on public offering of, or purchase of and payment for, the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Notes. View More
Found in Wells Fargo 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, Class A Common Stock or Warrants shall have been suspended by the Commission or The Nasdaq Capital Market (or suc...cessor trading market) 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 Class A Common Stock, Warrants or Units 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 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). View More
Found in Glenfarne Merger Corp. contract
Termination. (a) Termination. The Underwriters Representatives may terminate this Agreement Agreement, by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and Company, at any time at or prior to the Closing Date, Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any material adverse change in the condition, financi...al or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) the Company and its Subsidiaries considered as one enterprise has suffered any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, (iii) 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 Representative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (iv) if trading generally shall have in any securities of the Company has been suspended or materially limited on, by the Commission or by, as the case may be, NYSE MKT, (v) if trading generally on the NYSE MKT or the NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the New York Stock Exchange Commission, FINRA 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) other governmental authority, (vi) a material disruption has occurred in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) or (vii) if a general banking moratorium on commercial banking activities shall have has been declared by either Federal or New York State authorities or (v) there authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall have occurred be without liability of 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 party to any other event specified party except as provided in this clause (v), makes it, Section 5 hereof, and provided further that Sections 7, 13, 14 and 15 shall survive such termination and remain in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms full force and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. effect. View More
Found in Synthetic Biologics, Inc. contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Managers by notice given by the Representatives Managers to the Company if, Company, if (a) after the execution and delivery of this Agreement Applicable Time and prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, on or by, as the case may be, any of the New York Stock Exchange Exchange, the American Stock Exchange, or The Nas...daq Global Market, the Financial Industry Regulatory Authority, Inc., (ii) trading of any securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter market, the New York Stock Exchange, (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 in New York shall have been declared by either Federal or New York State authorities authorities, or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Managers, is material and adverse and which, (b) in the case of any of the events specified in clauses (a)(i) through (iv), such event, singly or together with any other event specified in this clause (v), such event, makes it, in the reasonable judgement judgment of the Representatives, Managers, impracticable or inadvisable to proceed with market or deliver the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto) and this Agreement. 19 The Company will pay and bear all costs and expenses incident to the performance of its obligations under this Agreement, including (a) the preparation, printing and filing of the Registration Statement, Statement (including financial statements and exhibits), as originally filed and as amended, the General Disclosure Package preliminary prospectuses, the Time of Sale Prospectus, any free writing prospectus and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereto to the Underwriters, (b) the preparation, printing and distribution of this Agreement, the Senior Indenture, the Subordinated Indenture, the Warrant Agreement, the Unit Agreement, and the Blue Sky Memorandum, (c) the delivery of the Offered Securities to the Underwriters, (d) the reasonable fees and disbursements of the Company's counsel and accountants, (e) the qualification of the Offered Securities under the applicable state securities or Blue Sky laws in accordance with Section 5, including filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with any Blue Sky survey and any legal investment survey, (f) all fees payable to the Financial Industry Regulatory Authority, Inc. in connection with the review, if any, of the offering of the Securities, (g) any fees charged by rating agencies for rating the Offered Securities and (h) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with the Senior Indenture, the Subordinated Indenture and the Offered Securities. Except as specifically provided elsewhere herein, the Underwriters will pay all of their own costs and expenses, including without limitation the fees and expenses of their counsel and the expenses of selling presentations. If this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out-of- pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the Final Prospectus. offering contemplated hereunder. This provision shall survive the termination or cancellation of this Agreement. View More
Found in WESTAR ENERGY INC contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Managers by notice given by the Representatives Managers to the Company if, Company, if (a) after the execution and delivery of this Agreement Applicable Time and prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, on or by, as the case may be, any of the New York Stock Exchange Exchange, the American Stock Exchange, or The Nas...daq Global Market, the Financial Industry Regulatory Authority, Inc., (ii) trading of any securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter market, the New York Stock Exchange, (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 in New York shall have been declared by either Federal or New York State authorities authorities, or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Managers, is material and adverse and which, (b) in the case of any of the events specified in clauses (a)(i) through (iv), such event, singly or together with any other event specified in this clause (v), such event, makes it, in the reasonable judgement judgment of the Representatives, Managers, impracticable or inadvisable to proceed with market or deliver the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendment or supplement thereto) and this Agreement. The Company will pay and bear all costs and expenses incident to the performance of its obligations under this Agreement, including (a) the preparation, printing and filing of the Registration Statement, Statement (including financial statements and exhibits), as originally filed and as amended, the General Disclosure Package preliminary prospectuses, the Time of Sale Prospectus, any free writing prospectus and the Prospectus and any amendments or supplements thereto, and the cost of furnishing copies thereto to the Underwriters, (b) the preparation, printing and distribution of this Agreement, the Senior Indenture, the Subordinated Indenture, the Warrant Agreement, the Unit Agreement, and the Blue Sky Memorandum, (c) the delivery of the Offered Securities to the Underwriters, (d) the reasonable fees and disbursements of the Company's counsel and 19 accountants, (e) the qualification of the Offered Securities under the applicable state securities or Blue Sky laws in accordance with Section 5, including filing fees and reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with any Blue Sky survey and any legal investment survey, (f) all fees payable to the Financial Industry Regulatory Authority, Inc. in connection with the review, if any, of the offering of the Securities, (g) any fees charged by rating agencies for rating the Offered Securities and (h) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee, in connection with the Senior Indenture, the Subordinated Indenture and the Offered Securities. Except as specifically provided elsewhere herein, the Underwriters will pay all of their own costs and expenses, including without limitation the fees and expenses of their counsel and the expenses of selling presentations. If this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the Final Prospectus. offering contemplated hereunder. This provision shall survive the termination or cancellation of this Agreement. View More
Found in 2 Contracts from WESTAR ENERGY INC
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Underwriter, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and prior to payment for the Notes on the Closing Date, if prior to such time there shall have occurred any (i) suspension or material limitation of trading generally shall have been suspended or materially limited on, or by, as the case may be, any of... on the New York Stock Exchange or The Nasdaq Global Market, a material disruption in settlement services in the United States, (ii) suspension of trading of any 17 securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) declaration of a general moratorium on commercial banking activities shall have been declared by Federal in California or New York State authorities by either Federal or state authorities, (iv) lowering of the rating assigned to any debt securities of the Company by any nationally-recognized securities rating agency or public announcement by any such rating agency that it has under surveillance or review, with possible negative consequences, its rating of any debt securities of the Company or (v) there shall have occurred any outbreak or escalation of hostilities, hostilities in which the United States is involved, declaration of war by Congress or any change in financial markets or any calamity or crisis including, without limitation, an act of terrorism, that, in the judgment of the Representatives, Underwriter, is material and adverse and which, singly and, in the case of any of the events described in clauses (i) through (v), such event, either alone or together with any other event specified in this clause (v), such event, makes it, in the reasonable judgement judgment of the Representatives, Underwriter, impracticable or inadvisable to proceed with the offer, sale or delivery completion of the Securities on public offering of, or purchase of and payment for, the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Notes. View More
Found in Wells Fargo contract
Termination. The obligations of the several Underwriters may terminate this Agreement by notice given by hereunder shall be subject to termination in the Representatives to absolute discretion of the Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the Closing Date, Time or any Option Closing Time, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the New York Stock Exchange or The Nasdaq Glob...al Market, (ii) trading of any securities issued or guaranteed by the Company conditions specified in Section 8 shall not have been suspended on any exchange fulfilled when and as required by this Agreement to be fulfilled, or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services (ii) if there has been since the respective dates as of which information is given in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal Registration Statement, the Prospectus or New York State authorities the Disclosure Package, any Material Adverse Change, or (v) material change in the senior management of the Company, whether or not arising in the ordinary course of business, or (iii) if there shall have has occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets other national or any international calamity or crisis that, or change in economic, political or other conditions, the effect of which on the United States or international financial markets is such as to make it, in the judgment of the Representatives, impracticable to market the Shares or enforce contracts for the sale of the Shares, or (iv) if trading in any securities of the Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE or in the Nasdaq over-the-counter market has been suspended (including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is material and adverse and which, singly temporarily halted), or together with limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or the over-the-counter market or by order of the Commission or any other event specified in this clause (v), makes it, Governmental Authority, or (v) if there has been any downgrade in the reasonable judgement rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (as defined under Section 3(a)(62) of the Exchange Act), or (vi) any federal, state, local or foreign statute, regulation, rule or order of any court or other Governmental Authority has been enacted, published, decreed or otherwise promulgated which, in the opinion of the Representatives, impracticable would reasonably be expected to have a Material Adverse Effect, or inadvisable to proceed with (vii) any action has been taken by any federal, state, local or foreign government or agency in respect of its monetary or fiscal affairs which, in the offer, sale or delivery opinion of the Securities Representatives, would reasonably be expected to have a material adverse effect on the terms and securities markets in the manner United States. -28- If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and the Underwriters shall be notified promptly by telephone, promptly confirmed by facsimile. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply in all material respects with any of the Registration Statement, terms of this Agreement, the General Disclosure Package Company shall not be under any obligation or liability under this Agreement (except to the Final Prospectus. extent provided in Sections 7 and 11 hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 11 hereof) or to one another hereunder. View More
Found in Century Communities, Inc. contract