Termination Clause Example with 2,481 Variations from Business Contracts
This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (iii)... a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus.View More
Variations of a "Termination" Clause from Business Contracts
Termination. The Underwriters 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, the ...Nasdaq (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 war, or other national or international calamity 21 or crisis the effect of which on financial markets or any calamity or crisis that, 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
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). (b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated by the Representatives, by notice given by the Representatives to the Company if, Company, if after the execution and delivery of this Agreement and prior to the applicable Closing Date, Date (i) since the date as of which information is given in the Time of Sale Information and the Prospectus, any Material Adverse Effect or any development that will involve a prospective Material Adverse Effect, whether or not arising in... the ordinary course of business; (ii) suspension of trading in securities generally shall have been suspended or materially limited on, or by, as the case may be, any of on the New York Stock Exchange Exchange, the NYSE Amex Equities or The the Nasdaq Global Market, (ii) National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange or market; (iii) the suspension of trading of any the Company's securities issued or guaranteed by the Company shall have been suspended on New York Stock Exchange, the Commission, or any exchange other governmental authority; (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) the opinion of the Representatives 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, New York State or New Jersey State authorities or a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) or other relevant jurisdiction; (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the reasonable opinion of the Representatives has a general moratorium material adverse effect on commercial banking activities shall have been declared by Federal the securities markets in the United States, or New York State authorities or (v) there shall have occurred (vii) any outbreak or escalation of hostilities, hostilities or any change in financial markets declaration of war or any national emergency or other national or international calamity or crisis that, or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the 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, make it impracticable or inadvisable to proceed with market the offer, Securities or to enforce contracts for the 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. Securities. View More
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 parties to this Agreement shall (except for the liability of the Company under Section 5(e) and Section 7) be released and discharged from their respective obligations under this Agreement. 29 12. Representations and Indemnities to Survive Delivery. The agreements, representations, warranties, indemnities and other statements of the Company, Holding or their respective officers and of the Representatives 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 Underwriters or the Final Prospectus. Company or any of the officers, directors or Controlling Persons, and will survive delivery of and payment for the related Offered Notes. The provisions of Section 7 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The (a) This Agreement shall be subject to termination by notice given to the Company, if the sale of the 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 Notes. (b) The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by an Underwriter by written notice given delivered by the Representatives to the Company if, after and the execution and delivery of this Agreement and prior to Bank 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 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
Termination. The Underwriters This Agreement may terminate this Agreement be terminated by the Representatives, by notice given by the Representatives to the Company if, Company, if after the execution and delivery of this Agreement and prior to the Closing Date, Date (i) since the date as of which information is given in the Time of Sale Information and the Prospectus, any Material Adverse Effect or any development that will involve a prospective Material Adverse Effect, whether or not arising in the ordina...ry course of business; (ii) suspension of trading in securities generally shall have been suspended or materially limited on, or by, as the case may be, any of on the New York Stock Exchange Exchange, the NYSE Amex Equities or The the Nasdaq Global Market, (ii) National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange or market; (iii) the suspension of trading of any the Company's securities issued or guaranteed by the Company shall have been suspended on New York Stock Exchange, the Commission, or any exchange other governmental authority; (iv) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in any over-the-counter market, (iii) the opinion of the Representatives 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, New York State or New Jersey State authorities or a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) or other relevant jurisdiction; (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the reasonable opinion of the Representatives has a general moratorium material adverse effect on commercial banking activities shall have been declared by Federal the securities markets in the United States, or New York State authorities or (v) there shall have occurred (vii) any outbreak or escalation of hostilities, hostilities or any change in financial markets declaration of war or any national emergency or other national or international calamity or crisis that, or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the 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, make it impracticable or inadvisable to proceed with market the offer, Securities or to enforce contracts for the 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. Securities. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Units, 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 trading in securities generally on the NYSE o...r the Nasdaq Capital Market 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
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Underwriters, by written notice given by the Representatives to the Company if, after and the execution and Selling Stockholders prior to delivery of this Agreement and payment for the Securities, if at any time prior to such delivery and payment (i) (a) trading in the Closing Date, (i) trading generally Company's Common Stock shall have been suspended by the Commission or materia...lly limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) (b) trading of any in securities issued or guaranteed by generally on the Company New York Stock Exchange shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment limited or clearance services in the United States minimum prices shall have occurred, (iv) been established on such exchange, (ii) a general banking moratorium on commercial banking activities shall have been declared either by U.S. Federal or New York 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 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 or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). 23 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by any Underwriter, any Selling Stockholder or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and Parent prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such time (i) trading generally in common shares of Parent shall have been suspended or materially limited on, or by, as by the case may be, any of Commission, the Alb...erta Securities Commission, the New York Stock Exchange or The Nasdaq Global Market, the Toronto Stock Exchange, (ii) trading of any in securities issued generally on the New York Stock Exchange or guaranteed by the Company Toronto Stock Exchange or the Nasdaq National Market shall have been suspended or limited or minimum prices shall have been established on any exchange or in any over-the-counter market, of such exchanges, (iii) 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 authorities in the United States, Canada or New York State authorities York, (iv) a change or development 24 involving a prospective change in Canadian taxation affecting the Securities or the transfer thereof or the imposition of exchange controls by the United States or Canada, or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or any change in financial markets Canada of a national emergency or any war, or 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 as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or (exclusive of any supplement thereto) and the USCA Final Prospectus. Prospectuses (exclusive of any supplement thereto). View More
Termination. (a) Termination. The Underwriters Representative 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 Effect, (ii) if the Company and i...ts 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, any of NASDAQ, (v) if trading generally on the NASDAQ or the New York Stock Exchange has been suspended or The Nasdaq Global Market, (ii) materially limited, or minimum or maximum prices for trading of any securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices have been required, by any exchange of said exchanges or in by order of the Commission, FINRA or 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
