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 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, (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 Global Market, (ii) trading of ...any securities issued or guaranteed by the Company conditions specified in Section 7 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) Registration Statement, the Prospectus or the Disclosure Package, any Material Adverse Change or Manager Material Adverse Change, or any development involving a general moratorium on commercial banking activities shall have been declared by Federal prospective Material Adverse Change or New York State authorities Manager Material Adverse Change, or (v) material change in management of the Company, the Manager or any Subsidiary, 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 Notes or enforce contracts for the sale of the Notes, 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 governmental authority, or (v) if there has been any downgrade in this clause (v), makes it, the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities 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 reasonable judgement opinion of the Representatives, impracticable materially adversely affects or inadvisable to proceed with will materially adversely affect the offer, sale business or delivery operations of the Securities Company or the Operating Partnership, or (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 reasonable opinion of the Representatives, could reasonably be expected to have a material adverse effect on the terms and securities markets in the manner United States. If the Representatives elect to terminate this Agreement as provided in this Section 8, the Company and the Underwriters shall be notified promptly by telephone, 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 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 6 and 10 hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 8 hereof) or to one another hereunder. View More
Found in Great Ajax Corp. 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 generally in the Company's Securities, Class A Ordinary Shares included as part of the Securities or Warrants included as part of the Sec...urities shall have been suspended by the Commission or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) (or successor trading of any market) or trading in securities issued generally on the New York Stock Exchange or guaranteed by the Company Nasdaq (or successor trading market) shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter trading market, (ii) the Company shall not have obtained authorization for quotation of the Securities, Class A Ordinary Shares included as part of the Securities or Warrants included as part of the Securities on Nasdaq (or successor trading market), (iii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities, (iv) there shall have occurred a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Statutory Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). View More
Found in 4 Contracts from Inflection Point Acquisition Corp.
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in your discretion, by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, Time, if prior to such time (i) trading in the Company's common stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or materially limite...d 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 minimum prices shall have been suspended established on any exchange or in any over-the-counter market, (iii) such Exchange, (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 or New York State authorities or (v) (iii) there shall have occurred any material outbreak or material escalation of hostilities, hostilities or any change in financial markets or any other calamity or crisis that, in the judgment effect of which on the financial markets of the Representatives, United States 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 your reasonable judgement of the Representatives, judgment, impracticable or inadvisable to proceed with market the offer, Certificates or to enforce contracts for 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. Certificates. View More
Found in Delta Air Lines Inc. contract
Termination. The (a) This Agreement shall be subject to termination by notice given to the Company, if the sale of the Offered Notes provided for herein is not consummated 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. If the Underwriters may terminate this Agreement in accordance with this Section 11, the Company will ...reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and sale of the Offered Notes. (b) The obligations of the Underwriters to purchase the Offered Notes on the Closing Date shall be terminable by an Underwriter by written notice given delivered by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to Holding if at any time on or before 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) Date (a) a general moratorium on commercial banking activities in New York shall have been declared by any of Federal or New York State authorities state authorities, (b) trading in securities generally on the New York Stock Exchange shall have been suspended, or (v) minimum or maximum prices or ranges of prices, shall be established by such exchange or by order of the Commission, (c) there shall have occurred any outbreak or material escalation of hostilities, hostilities or any change in other calamity or crisis, the effect of which on the financial markets or any calamity or crisis that, in the judgment of the Representatives, United States 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 Underwriters' reasonable judgement of the Representatives, judgment, impracticable or inadvisable to proceed with market the offer, sale or delivery of the Securities Offered Notes on the terms and in the manner contemplated in the Registration Statement, Prospectus. Upon such notice being given, the General Disclosure Package or parties to this Agreement shall (except for the Final Prospectus. liability of the Company under Section 5(e) and Section 7) be released and discharged from their respective obligations under this Agreement. View More
Found in RFS HOLDING LLC contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading in the Company's Units, Common Stock or Warrants shall have been suspended by the Commission or NYSE (or successor trading market) or tr...ading in securities generally on NYSE (or successor trading market) shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange minimum prices shall have been established on such exchange or The Nasdaq Global Market, trading market, (ii) trading of any securities issued or guaranteed by the Company shall not have obtained authorization for quotation of the Common Stock, Warrants or Units on NYSE (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 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 Mason Industrial Technology, Inc.
Termination. The This Agreement may be terminated by 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 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 of 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), Representatives' judgment, makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable for the Underwriters 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 Representatives' 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, -30- decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the Representatives' 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 Representatives' opinion has a material adverse effect on the securities markets in the United States and, in the Representatives' judgment, makes it impracticable or inadvisable for the Underwriters 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 Units, 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 trading in securities generally on the NYS...E or Nasdaq 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 minimum prices shall have been suspended established on any such exchange or in any over-the-counter trading market, (iii) (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 or New York State authorities or (v) authorities, (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 national or international calamity or crisis that, (including, without limitation, an act of terrorism) or change in economic or political conditions 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 Units as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (iv) 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, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States. View More
Found in Plum Acquisition Corp. I contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the 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, 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 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 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 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 ESGEN Acquisition Corp
Termination. The Underwriters may terminate this 27 (a) 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 delivery of this Agreement and at any time on or prior to the Closing Date, (i) trading generally delivery of any payment for the Notes, if prior to such time there shall have been suspended or materially limited on, or by, as the case may be, occurred any of the following: (i...) a suspension or material limitation in trading in securities generally on the New York Stock Exchange Exchange, NASDAQ Stock Market, NYSE MKT, the Chicago Board of Options, the Chicago Mercantile Exchange, or The Nasdaq Global the Chicago Board of Trade; (ii) a suspension or material limitation in trading in the Company's securities on the NASDAQ Stock Market, (ii) trading of any securities issued (iii) a general moratorium on commercial banking activities declared by either Federal, Australian, New York, Delaware or guaranteed by the Company shall have been suspended on any exchange California authorities or in any over-the-counter market, (iii) a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, or Australia; or (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 (A) the outbreak or escalation of hostilities, hostilities involving the United States or Australia or the declaration by the United States or Australia of a national emergency or war, or (B) the occurrence of any other calamity or crisis or any change in financial markets financial, political or economic conditions in the United States, Australia or elsewhere, including, without limitation, as a result of terrorist activities occurring after the date hereof, if the effect of any calamity or crisis that, such event specified in clause (iv), 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, sale public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or Prospectus. (b) If this Agreement shall be terminated pursuant to this Section 12, the Final Prospectus. Company shall not then be under any liability to the Underwriters except as provided in Section 6 and Section 9 hereof; but if for any other reason the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 8 hereof is not satisfied, because of any termination pursuant to this Section 12 or because of any refusal, inability or failure on the part of the Company to perform any agreements herein or comply with the provisions hereof other than by reason of a default by the Underwriters, the Company will be responsible, jointly and severally, for and will reimburse the Underwriters upon demand, for all reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel, actually incurred by the Underwriters in connection with the proposed purchase, sale and delivery of the Notes. View More
Found in General Finance CORP contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading in the Company's Ordinary Shares shall have been suspended by the Commission or the NYSE (or successor trading market) or trading in sec...urities generally on the NYSE (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 on the NYSE (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 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 (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. View More
Found in Altimeter Growth Corp. 2 contract