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 This Agreement may terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, Issuers, if after the execution and delivery of this Agreement and on or prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of on the New York Stock Exchange or The Exchange, the Nasdaq Global Market, Select Market or the over-the...-counter market; (ii) trading of any securities issued or guaranteed by the Company Issuers or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market, 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 federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, 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, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery delivery, of the Securities and the Guarantees on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum. 23 9. Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities and the Guarantees that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities and the Guarantees of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Issuers may postpone the Closing Date for up to five full business days in order to effect any changes that in the Registration Statement, opinion of counsel for the General Disclosure Package Issuers or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Issuers agree to promptly prepare any amendment or supplement to the Time of Sale Information or the Final Prospectus. Offering Memorandum that effects any such changes. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities and the Guarantees of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuers as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Issuers shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuers as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Issuers shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Calumet Parties, except that the Calumet Parties will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Calumet Parties or any non-defaulting Initial Purchaser for damages caused by its default. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, Rex Parties, if after the Company's execution and delivery of this Agreement and prior to the Closing Date, (i) trading generally Date (a) any events described in Section 5(b) shall have been suspended or materially limited on, or by, as the case may be, any of occurred; (b)(i) trading in securities generally on th...e New York Stock Exchange or The Nasdaq NASDAQ Global Market, Select Market shall have been suspended or limited or (ii) other than in connection with an event described in the preceding clause (b)(i), trading of any securities issued or guaranteed by the Company on any exchange 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) limited; (c) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities state authorities; or (v) (d) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, 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, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Offering Memorandum and the Final Memorandum. 26 9. Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the Registration Statement, opinion of counsel for the General Disclosure Package Company or counsel for the Initial Purchasers may be necessary in the Preliminary Memorandum and the Final Prospectus. Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Preliminary Memorandum and the Final Memorandum that effects any such changes. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of any of the Rex Parties, except that the Rex Parties will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. 27 (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Rex Parties or any non-defaulting Initial Purchaser for damages caused by its default. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of on the New York Stock Exchange or The the Nasdaq Global Market, Select Market; (ii) trading of any secur...ities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, 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 U.S. federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, Representative, 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, offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum. 19 9. Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the Registration Statement, opinion of counsel for the General Disclosure Package Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information or the Final Prospectus. Offering Memorandum that effects any such changes. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative by notice given to and received by the Representatives Company prior to the Company if, after the execution and delivery of this Agreement and payment for the Firm Shares if, prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, that time, any of the New York Stock Exchange events described in Sections 7(j) and 7(...k) shall have occurred or The Nasdaq Global Market, (ii) trading if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. 26 11. Reimbursement of Underwriters' Expenses. If this Agreement is terminated by the Representative pursuant to Section 7 or Section 10, or if the sale to the Underwriters of the Shares on the Delivery Date is not consummated because Company fails to tender the Shares for delivery to the Underwriters for any securities issued reason, the Company will reimburse the Representative and the other Underwriters, severally, upon demand for all reasonable out-of-pocket expenses that have been reasonably incurred by the Representative and the Underwriters in connection with the proposed purchase and the offering and sale of the Shares (including any reasonable fees and disbursements of counsel) in an amount not to exceed $200,000, and the preparation, printing and distribution of a Blue Sky Memorandum or guaranteed Canadian "wrapper" (including reasonable fees and expenses of counsel to the Underwriters in connection with such qualification) not exceeding a total amount of $10,000. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company shall have been suspended not be obligated to reimburse any defaulting Underwriter 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 account 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. those expenses. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Company prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 7(i), 7(j) and 7(k) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 31 11. Reimbursement of Underwriters' Expenses. If the Company ...shall fail to tender the Stock for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company if, after to perform any agreement on its part to be performed, or because any other condition to the execution Underwriters' obligations hereunder required to be fulfilled by the Company or any of its subsidiaries is not fulfilled for any reason, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and delivery disbursements of counsel) incurred by the Underwriters in connection with 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 proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Stock, and upon demand 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 pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representative. If this Agreement is terminated pursuant to Section 9 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 reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in the reasonable judgement defaulting Underwriter on account 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. those expenses. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Representative, 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, (i) trading generally Date there shall have been suspended occurred (i) a suspension or materially limited on, or by, as the case may be, any of material limitation in trading in securities generally on the New York Stock E...xchange, the American Stock Exchange or The Nasdaq Global Market, the NASDAQ; (ii) a suspension or material limitation in 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) Company's securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities shall have been declared by Federal either federal or New York State authorities or (v) there shall have occurred any a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) an outbreak or escalation of hostilities, hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (v) any other calamity or crisis or any change in financial markets financial, political or economic conditions in the United States or elsewhere, if the effect of any calamity such event specified in clause (iv) or crisis that, (v) in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), Representative makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum. 20 10. Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the Registration Statement, opinion of counsel for the General Disclosure Package Company or counsel for the Final Prospectus. Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and each of the Subsidiary Guarantors will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative, in its absolute discretion by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(i) or 6(k) have occurred, or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 27 9. REIMBURSEMENT OF UNDERW...RITERS' EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, (d) the sale of the Stock is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or (e) the sale of the Stock is not consummated because of (i) the refusal, inability or failure on the part of the Company to perform any agreement herein or (ii) refusal to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters for the fees and expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with 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 proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading Stock, including, without limitation, travel and lodging expenses of any securities issued or guaranteed by the Underwriters, and upon demand the Company shall have been suspended on any exchange pay the full amount thereof to Cowen, provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in any over-the-counter market, (iii) a material disruption an amount in securities settlement, payment or clearance services excess of $25,000 in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared aggregate. If this Agreement is terminated pursuant to Section 10 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 reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in defaulting Underwriter on account of expenses to the reasonable judgement extent incurred by such defaulting Underwriter provided that the foregoing shall not limit any reimbursement obligation of the Representatives, impracticable or inadvisable Company 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. any non-defaulting Underwriter under this Section 9. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Firm Shares if, prior to that time, any of the events described in Sections 7(k) and 7(l) shall have occurred or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. 27 11. Reimbursement of Underwriters' Expenses. If this Agreement is terminated by ...the Representatives pursuant to Section 7 or Section 10, or if the sale to the Underwriters of the Shares on the Delivery Date is not consummated because Company if, after fails to tender the execution Shares for delivery to the Underwriters for any reason, the Company will reimburse the Representatives and delivery the other Underwriters, severally, upon demand for all reasonable out-of-pocket expenses that have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Shares (including any reasonable fees and disbursements of counsel). If this Agreement and prior is terminated pursuant to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any Section 9 by reason of the New York Stock Exchange default of one or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by more Underwriters, the Company shall have been suspended not be obligated to reimburse any defaulting Underwriter on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, account of those expenses. Notwithstanding the foregoing, the Company shall not be responsible for the 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 reimbursement of the Representatives, is material Underwriters pursuant to this Section 11 for (i) any out-of-pocket accountable fees and adverse disbursements of counsel actually incurred by the Underwriters exceeding $100,000; (ii) any out-of-pocket accountable travel and which, singly related expenses actually incurred by the Underwriters in connection with this offering in an amount exceeding $25,000; or together with (iii) any other event specified reasonable out-of-pocket accountable expenses actually incurred by the Underwriters in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed connection with the offer, sale or delivery performance of the Securities on the terms and their services hereunder in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. an amount exceeding $10,000. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Firm Shares if, prior to that time, any of the events described in Sections 7(k) and 7(l) shall have occurred or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. 17 11. Reimbursement of Underwriters' Expenses. If this Agreement is terminated by ...the Representatives pursuant to Section 7 or Section 10, or if the sale to the Underwriters of the Shares on the Delivery Date is not consummated because Company if, after fails to tender the execution Shares for delivery to the Underwriters for any reason, the Company will reimburse the Representatives and delivery the other Underwriters, severally, upon demand for all reasonable out-of-pocket expenses that have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Shares (including any reasonable fees and disbursements of counsel). If this Agreement and prior is terminated pursuant to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any Section 9 by reason of the New York Stock Exchange default of one or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by more Underwriters, the Company shall have been suspended not be obligated to reimburse any defaulting Underwriter on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, account of those expenses. Notwithstanding the foregoing, the Company shall not be responsible for the 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 reimbursement of the Representatives, is material Underwriters pursuant to this Section 11 for (i) any out-of-pocket accountable fees and adverse disbursements of counsel actually incurred by the Underwriters exceeding $100,000; (ii) any out-of-pocket accountable travel and which, singly related expenses actually incurred by the Underwriters in connection with this offering in an amount exceeding $25,000; or together with (iii) any other event specified reasonable out-of-pocket accountable expenses actually incurred by the Underwriters in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed connection with the offer, sale or delivery performance of the Securities on the terms and their services hereunder in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. an amount exceeding $10,000. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative, in its absolute discretion by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(i) or 6(k) have occurred, or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 27 9. REIMBURSEMENT OF UNDERW...RITERS' EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, (d) the sale of the Stock is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or (e) the sale of the Stock is not consummated because of (i) the refusal, inability or failure on the part of the Company to perform any agreement herein or (ii) refusal to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters for the fees and expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with 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 proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading Stock, including, without limitation, travel and lodging expenses of any securities issued or guaranteed by the Underwriters, and upon demand the Company shall have been suspended on any exchange pay the full amount thereof to Jefferies, provided that in no event shall the Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d) in any over-the-counter market, (iii) a material disruption an amount in securities settlement, payment or clearance services excess of $25,000 in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared aggregate. If this Agreement is terminated pursuant to Section 10 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 reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in defaulting Underwriter on account of expenses to the reasonable judgement extent incurred by such defaulting Underwriter provided that the foregoing shall not limit any reimbursement obligation of the Representatives, impracticable or inadvisable Company 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. any non-defaulting Underwriter under this Section 9. View More
