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 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 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, Ordinary Shares or Warrants shall have been suspended by the Commission or materially limited on, the Nasd...aq (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 the Nasdaq Global Market, (ii) (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 Ordinary Shares, Warrants or Units on the Nasdaq (or successor trading market), (iii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities, (iv) there shall have occurred a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable Underwriter, impractical or inadvisable 21 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 APx Acquisition Corp. I contract
Termination. The obligations of the 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 of purchase (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 conditions specified in Section 6 shall no...t have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise) (other than as disclosed in, contemplated by or incorporated by reference into, the Registration Statement and Prospectus at the time of any securities issued purchase), in the operations, business, net worth, condition or guaranteed by prospects of the Company, or a material change in management of the Company shall have been suspended on any exchange occurs, 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 or New York State authorities or (v) ordinary course of business, which would make it impracticable, in the Representatives' sole judgment, to market the Notes, (iii) 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 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 the terms and in the manner Notes as contemplated in the Registration Statement, the General by any Disclosure Package or Prospectus (exclusive of any amendment or supplement thereto) (iv) if trading in any securities of the Final Prospectus. Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE has been suspended (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or Nasdaq or by order of the Commission or any other governmental authority, or (v) if a banking moratorium shall have been declared by New York or United States authorities or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. If the Underwriters elect to terminate this Agreement as provided in this Section 7, the Issuers shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Notes, 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 Issuers shall be unable to comply with any of the terms of this Agreement, the Issuers shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Issuers under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. View More
Found in 3 Contracts from Alexandria Real Estate Equities
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 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 Agreement by notice given by the Representatives you to the Company if, Company, if after the execution and delivery of this Agreement and prior to the purchase of the Securities by the Underwriters on the Closing Date, 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, Exchange, (ii) trading of any securities issued or guaranteed by of the Co...mpany shall have been suspended on any exchange or in any over-the-counter market, market if, in the judgment of the Representatives, the effect of any such suspension referred to in this clause (ii), singly or together with any other suspension of the nature specified in this clause (ii), makes it impractical 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, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general any 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 markets, currency exchange rates or controls 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 judgment 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 Time of Sale Prospectus or the Prospectus. 21 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 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 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 I 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 you 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 aggregate 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 you 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 or the Company. In any such case either you 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, in the General Disclosure Package Time of Sale Prospectus and in the Prospectus or in 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 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 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 Final Prospectus. offering contemplated hereunder. View More
Found in Weyerhaeuser contract
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Shares and Warrants to be purchased on a Closing Date by the Representatives Representative by notifying the Company at any time subsequent to the Company if, after the execution and delivery of this Agreement and prior at or before a Closing Date in the absolute discretion of the Representative if: (i) there has occurred any material adverse change in the securities markets or any ...event, act or occurrence that has materially disrupted the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the Closing Date, (i) reasonable judgment of the Representative, inadvisable or impracticable to market the Shares and/or Warrants or enforce contracts for the sale of the Shares and/or Warrants; (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 reasonable judgment of the Representative, inadvisable or impracticable to market the Shares and/or Warrants or enforce contracts for the sale of the Shares and/or Warrants; (iii) trading generally shall have in the Shares, Warrant Shares or 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, Inc. or The Nasdaq Global Market, (ii) trading has been suspended or materially limited, or minimum or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental or regulatory authority; (iv) a banking moratorium has been declared by any state or Federal authority; or (v) in the reasonable judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business. (b) If this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company, except that (i) if this Agreement is terminated by the Representative or the Underwriters because of any securities issued failure, refusal or guaranteed inability on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Underwriters for all reasonable, actual and documented expenses (including the reasonable, actual and documented fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the Shares and Warrants or in contemplation of performing their obligations hereunder, in an aggregate amount not to exceed $100,000, inclusive of the $25,000 advance (the "Advance") for accountable expenses previously paid by the Company to the Representative; provided that, it is understood that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to purchase the Shares and Warrants; and (ii) no Underwriter who shall have been suspended on failed or refused to purchase the Shares and Warrants 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, shall be relieved of liability to the Company or to the other Underwriters for damages occasioned by its failure or refusal. Notwithstanding the foregoing, such expense cap of $100,000 shall not limit or impair the indemnification and contribution provisions of this Agreement and any exchange or advance received by the Representative will be reimbursed to the Company to the extent not actually incurred 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 compliance 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. FINRA Rule 5110(f)(2)(C). View More
Found in MABVAX THERAPEUTICS HOLDINGS, INC. contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Underwriters, 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 successor ...trading market) or trading in securities generally on the Nasdaq Capital Market or The New York Stock Exchange (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 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 Underwriters, 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 ArcLight Clean Transition Corp.
Termination. The obligations of the 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 of purchase (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 conditions specified in Section 6 shall no...t have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise) (other than as disclosed in, contemplated by or incorporated by reference into, the Registration Statement and Prospectus at the time of any securities issued purchase), in the operations, business, net worth, condition or guaranteed by prospects of the Company, or a material change in management of the Company shall have been suspended on any exchange occurs, 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 or New York State authorities or (v) ordinary course of business, which would make it impracticable, in the Representatives' sole judgment, to market the Notes, (iii) 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 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 the terms and in the manner Notes as contemplated in the Registration Statement, the General by any Disclosure Package or Prospectus (exclusive of any amendment or supplement thereto) (iv) if trading in any securities of the Final Prospectus. Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE has been suspended (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or the Financial Industry Regulatory Authority, Inc. or Nasdaq or by order of the Commission or any other governmental authority, or (v) if a banking moratorium shall have been declared by New York or United States authorities or if there has occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. If the Underwriters elect to terminate this Agreement as provided in this Section 7, the Issuers shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Notes, 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 Issuers shall be unable to comply with any of the terms of this Agreement, the Issuers shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Issuers under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. View More
Found in 2 Contracts from Alexandria Real Estate Equities
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 any of the Company if, after Joint Book-Running Managers, if (x) since the time of execution and delivery of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the preliminary prospectus and prior to the Closing Date, (i) trading generally shall have Prospe...ctus, there has been suspended any material adverse change or materially limited on, any development involving a prospective material adverse change in the business, properties, management, financial condition, prospects or by, results of operations of the Company or the Adviser, taken as the case may be, a whole, which would, in any of the New York Stock Exchange Joint Book-Running Managers' judgment 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 such group of the Representatives, Underwriters, make it impracticable or inadvisable to proceed with the offer, sale public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package preliminary prospectus and the Prospectus, or (y) since execution of this Agreement, there shall have occurred: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Final Nasdaq Global Select Market; (ii) a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iv) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in any of the Joint Book-Running Managers' judgment or in the judgment of such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the preliminary prospectus and the Prospectus. 28 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 with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Section 5(o) and Section 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. View More
Found in PennantPark Floating Rate Capital Ltd. 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 event, makes it, in the reasonable judgement judgment of the Representatives, Underwriter, impracticable or inadvisable to proceed with completion of the offer, sale public offering of, or purchase of and payment for, the Notes. 17 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities on Notes. The provisions of Sections 6 and 7 of this Agreement shall survive the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package termination or the Final Prospectus. cancellation of this Agreement. 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 Goldman Sachs & Co. LLC, 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 time (i) trading in any securities 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 or the Parent Guarantor on the New York Stock Exchange or the NASDAQ Global Market shall have been suspended or materially limited or minimum prices shall have been established on any such exchange or in any over-the-counter market, (iii) the NASDAQ Global Market; (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal U.S. federal or New York State authorities state authorities; or (v) (iii) 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 calamity or crisis that, the effect of which on financial markets is such as to make it, 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 Goldman Sachs & Co. LLC, impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or the Final Prospectus. supplement thereto). View More
Found in HCA Healthcare contract