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 (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Units to be purchased on a Closing Date by the Representatives to Representative by notifying the Company if, after at any time at or before a Closing Date in the execution and delivery absolute discretion of this Agreement and prior to the Closing Date, Representative if: (i) trading generally there shall have occurred a material adverse change in general financial, political or ec...onomic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Units or enforce contracts for the sale of the Units; (ii) any condition specified in Section 3 shall not have been fulfilled when and as required to be fulfilled and not waived by the Representative; (iii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism, pandemic 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 Units or enforce contracts for the sale of the Units; (iv) trading in the shares of Common Stock 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, the NYSE American or The the Nasdaq Global Market, (ii) trading of any Capital Market has been suspended or materially limited, or minimum or maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices for securities have been required, by any exchange of said exchanges or in by such system or by order of the Commission, FINRA, or any over-the-counter market, (iii) other governmental or regulatory authority; (v) 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 has been declared by any state or Federal authority; or New York State authorities (vi) in reasonable judgment of the Representative, there has been, since the time of execution of this Agreement or (v) there shall have occurred since the respective dates as of which information is given in the Prospectus, any outbreak or escalation of hostilities, or any material adverse change in the assets, properties, condition, financial markets or any calamity otherwise, or crisis that, in the results of operations, business affairs or business prospects of the Transaction Entities and their Subsidiaries, considered as a whole, whether or not arising in the ordinary course of business, such as to make it, in the judgment of the Representatives, is material and adverse and which, singly Representative, inadvisable or together with any other event specified in this clause (v), makes it, in impracticable to market the reasonable judgement Units or enforce contracts for the sale of the Representatives, impracticable or inadvisable Units. 28 (b) If this Agreement is terminated pursuant to proceed with the offer, sale or delivery this Section 7, neither of the Securities on Transaction Entities shall have any liability to any Underwriter, and no Underwriter shall have any liability to the terms Transaction Entities, except as set forth in Section 4(b) and Sections 5, 6 and 7; provided, however, that no Underwriter who shall have failed or refused to purchase the Units agreed to be purchased by it under this Agreement, other than as permitted in Section 7 hereof, shall be relieved of liability to the manner contemplated in Transaction Entities, or to the Registration Statement, the General Disclosure Package other Underwriters for damages occasioned by its failure or the Final Prospectus. refusal. View More
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 Trust Depositor prior to delivery of this Agreement and 34 payment for the Offered Securities, if prior to the Closing Date, such time (i) 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... or The the Nasdaq Stock Market's Global Market, (ii) trading of any securities issued or guaranteed by the Company Market 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 either such exchange, (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal 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 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, Underwriters, impracticable or inadvisable to proceed with the offer, sale offering or delivery of the Offered Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. 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 Units, Common Stock or Warrants shall have been suspended by the Commission or the NYSE (or successor trading market) o...r trading in securities 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 Common Stock, Warrants or Units 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). 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 generally in the Company's Securities, Common Stock or Warrants 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, Common Stock or Warrants 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
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 Trust Depositor prior to delivery of this Agreement and 32 payment for the Offered Securities, if prior to the Closing Date, such time (i) 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... or The the Nasdaq Stock Market's Global Market, (ii) trading of any securities issued or guaranteed by the Company Market 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 either such exchange, (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal 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 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, Underwriters, impracticable or inadvisable to proceed with the offer, sale offering or delivery of the Offered Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Units, Common Stock or Warrants shall have been suspended by the Commission, the Company shall not have obtain...ed authorization for quotation of the Common Stock, Warrants or materially limited on, Units on the Nasdaq Capital Market or by, as the case may be, any of successor trading market, or trading in securities generally on the New York Stock Exchange or The Nasdaq Global Market, (ii) Capital Market (or successor trading of any securities issued or guaranteed by the Company market) shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter trading market, (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 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 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
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Units, shares of Common Stock or Warrants shall have been suspended by the Commission, or materially limited o...n, 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) trading of any securities issued or guaranteed by the Company Capital 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, (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 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 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. 33 Credit Suisse Securities (USA) LLC[●], 2020 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and directors and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Final Prospectus. 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 obligations of the several Underwriters may terminate under this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and may be terminated at any time prior to the Closing Date, (i) Date (or, with respect to the Option Shares, on or prior to any Option Closing Date), by notice to the Company and Parent from the Representatives, without liability on the part of any Underwriter to the Company or Parent, if, prior to delivery an...d payment for the Firm Shares (or the Option Shares, as the case may be), in the sole judgment of the Representatives, any of the following shall occur: (a) trading generally or quotation in any of the equity securities of the Company or Parent shall have been suspended or materially limited on, by the Commission or by, as the case may be, any of by an exchange or otherwise; (b) trading in securities generally on the New York Stock Exchange or The Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, (ii) trading of any securities issued Market or guaranteed by the Company Nasdaq Global Select Market shall have been suspended or limited or minimum or maximum prices shall have been generally established on any such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such exchange or in by order of the Commission or any over-the-counter market, (iii) a material disruption in securities settlement, payment court or clearance services in the United States shall have occurred, (iv) other governmental authority; (c) a general banking moratorium on commercial banking activities shall have been declared by Federal or any of Japanese, U.S. federal, New York State authorities or (v) Delaware authorities; (d) the United States or Japan shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the United States or Japan or there shall have been a declaration of a national emergency or war by the United States or Japan or there shall have occurred any outbreak such a material adverse change in general economic, political or escalation financial conditions, including, without limitation, as a result of hostilities, terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States or Japan shall be such), or any change in financial markets or any other calamity or crisis that, in shall have occurred, the judgment effect of the Representatives, any of which 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, such as to make it impracticable or inadvisable to proceed with market the offer, sale or delivery of the Securities Shares on the terms and in the manner contemplated by the Prospectus; (e) the Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, the effect of any of which is such as to make it impracticable or inadvisable to market the Shares on the terms and in the Registration Statement, manner contemplated by the General Disclosure Package Prospectus; or the Final Prospectus. (f) there shall have been a Material Adverse Change. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination by 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 Depositary Shares, if at any time prior to the Closing Date, 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 shall have been suspended or mat...erially 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 exchange such Exchange, (ii) a banking moratorium shall have been declared either by federal or in any over-the-counter market, (iii) New York State authorities or a material disruption in 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) (iii) there shall have occurred any outbreak of major hostilities in which the United States is involved, declaration by the United States of a national emergency or escalation of hostilities, war, or any change in financial markets other substantial national or any international calamity or crisis that, the effect of which on financial markets is such as to make it, in the reasonable 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 Depositary Shares as contemplated in the Registration Statement, the General Disclosure Package or by the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(h) and Section 8 shall at all times be effective. If you elect to terminate this Agreement as provided in this Section 10, the Company shall be notified promptly by you by telephone or facsimile, confirmed by letter. 17 11. Representations and Indemnities to Survive. The respective agreements, warranties, indemnities and other statements of the Company or its officers, and of the Underwriters, set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Depositary Shares. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Securities to be purchased on the Closing Date by the Representatives to Underwriter by notifying the Company if, after the execution and delivery of this Agreement and prior to at any time at or before the Closing Date, Date in the absolute discretion of the Underwriter if: (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence ...that has materially disrupted, or in the opinion of the Underwriter, will in the future materially disrupt, 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 judgment of the Underwriter, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (ii) there has occurred any outbreak or material escalation of hostilities 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 24 judgment of the Underwriter, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities; (iii) trading generally shall have in the Common Stock 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., the NYSE MKT or The the Nasdaq Global Market, (ii) trading of any Market has been suspended or materially limited, or minimum or maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices for securities have been required, by any exchange of said exchanges or in by such system or by order of the Commission, FINRA, or any over-the-counter market, (iii) a material disruption in securities settlement, payment other governmental or clearance services in the United States shall have occurred, regulatory authority; or (iv) a general banking moratorium on commercial banking activities shall have has been declared by any state or Federal or New York State authorities authority; 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, Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, given in the reasonable judgement 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 Representatives, impracticable Company and its Subsidiaries considered as a whole, whether or inadvisable not arising in the ordinary course of business. (b) If this Agreement is terminated pursuant to proceed any of its provisions, the Company shall not be under any liability to the Underwriter, and the Underwriter shall not be under any liability to the Company, except that (y) if this Agreement is terminated by the Underwriter because of any failure, refusal or inability on the part of the Company to comply with the offer, terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Underwriter for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale or delivery of the Securities on or in contemplation of performing their obligations hereunder subject to the terms limitations set forth in Section 4(b) and in (z) if the manner contemplated in Underwriter shall have failed or refused to purchase the Registration Statement, Securities 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, the General Disclosure Package Underwriter shall not be relieved of liability to the Company for damages occasioned by its failure or the Final Prospectus. refusal. View More
