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 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 in writing 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 acts of terrorism or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the 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 Securities, 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 American or The the Nasdaq Global Market, (ii) trading of any Stock 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 be under no liability to the Company, except that (x) 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 it in connection with the proposed purchase and sale or delivery of the Securities on or in contemplation of performing their obligations hereunder and (y) if the terms and in Underwriter shall have failed or refused to purchase the manner contemplated in Securities under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, the Registration Statement, Underwriter shall not be relieved of liability to the General Disclosure Package or the Final Prospectus. Company. 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 (A) at any time prior to the Closing Date, such time (i) trading in the common stock of Exelon Corporation shall have been suspended by the Commission or the New York Stock Exchange, or trading in securities gener...ally on the New York Stock Exchange 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 exchange such Exchange, (ii) a banking moratorium shall have been declared either by Federal or in any over-the-counter market, New York State authorities, (iii) a material major disruption in of settlements of 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, declaration by the United States of a national emergency or war, or other calamity or crisis, (v) downgrading shall have occurred in the rating accorded the Company's debt securities by any change "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act or (vi) such organization shall have publically announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities, and (B) the effect of the event as set forth in the foregoing clauses (iii) and (iv), as the case may be, on the 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 or and 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 Lead Managers, 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 Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE 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 exchange or in any over-the-counter market, (iii) such exchange, (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities authorities, (iii) there shall have occurred a material disruption in securities settlement or (v) clearance services with respect to the Clearstream or Euroclear systems in Europe, or (iv) 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 Lead Managers, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or 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 such delivery and payment any of the Closing Date, following has occurred: (i) trading generally in the Company's Units, Common Stock or Warrants shall have been suspended by the Commission, o...r materially limited on, 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) 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 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 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 33 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 Representatives may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and at any time at or prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as in the case may be, any of the New York Stock Exchange Option Shares, prior to the Additional Closing Date if (i) if there has been, since the time of execution of this Agreement or The Nasdaq Glo...bal Market, (ii) trading since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, any securities issued material adverse change or guaranteed by any development that could reasonably be expected to result in a material adverse change in the condition (financial or otherwise), earnings, results of operations, business or properties of the Company shall have been suspended on and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred any exchange or material adverse change in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services the financial markets 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 the international financial markets, any outbreak of hostilities or escalation of hostilities, thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial markets or any calamity or crisis that, economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with market the offer, Shares or to enforce contracts for the sale or delivery of the Securities Shares, (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq Global Select Market, or if trading generally on the terms and New York Stock Exchange or in the manner contemplated Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the Financial Industry Regulatory Authority, Inc. ("FINRA") or any other governmental authority, (iv) a material disruption has occurred in commercial banking or securities or clearance, settlement or trading services in the Registration Statement, the General Disclosure Package United States, or the Final Prospectus. (v) if a banking moratorium has been declared by Federal, New York or California authorities. 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, prior to delivery of and payment for the Securities, (a) if at any time prior to such time and after the execution and delivery date of this Agreement and prior to the Closing Date, Agreement, (i) trading generally in the Common Stock 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 Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum or maximum prices shall have been established on any such exchange, or maximum ranges of prices have been required, by such exchange or in any over-the-counter market, (iii) by order of the Commission, (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 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 war, or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic condition, the effect of which on financial markets or any calamity or crisis that, is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms General Disclosure Package and the Prospectus or (iv) if there has been, since the date hereof or since the respective dates as of which information is given in the manner Registration Statement, the Prospectus and the General Disclosure Package, a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (for the avoidance of doubt, excluding any documents incorporated or deemed to be incorporated by reference therein after the date hereof) or (b) as provided in Sections 6 and 9 hereof. Any such termination shall be without liability of any party to any other party except as provided in Section 7 hereof and except that Sections 1 and 8 hereof shall survive any such termination and remain in full force and effect. 35 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or the Final Prospectus. Operating Partnership or any officer or representative of any of the Company or the Operating Partnership 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 the Company or the Operating Partnership or any of their respective 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 to the Partnership prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in of any securities of the Partnership shall have been suspended by the Representatives to Commission or the Company if, after NYSE or trading in securities generally on the execution and delivery of this Agreement ...and prior to the Closing Date, (i) trading generally NYSE 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 exchange or in any over-the-counter market, (iii) such exchange, (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities 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, crisis, the effect of which is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). View More
Termination. The Underwriters Representatives may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and at any time at or prior to the Closing Date, Date (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 Registration Statement, the Pricing Disclosure Package and the Prospectus, any material adverse change or any development that could rea...sonably be expected to result in a material adverse change in the condition (financial or otherwise), earnings, results of operations, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) 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 Representatives, impracticable or inadvisable 24 to market the Securities or to enforce contracts for the sale of the Securities, (iii) 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 Global Select Market, or if trading generally on the New York Stock Exchange or The in the Nasdaq Global Market, (ii) Select Market has been suspended or 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 such system or by order of the Commission, the Financial Industry Regulatory Authority, Inc. ("FINRA") or any over-the-counter market, (iii) other governmental authority, (iv) a material disruption has occurred in commercial banking or securities settlement, payment or clearance clearance, settlement or trading services in the United States shall have occurred, (iv) States, or (v) if a general banking moratorium on commercial banking activities shall have has been declared by Federal or Federal, 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. California authorities. 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 Issuer prior to delivery of and payment for the Securities, if (a) at any time subsequent to the execution and delivery of this Agreement and prior to the Closing Date, such time (i) trading in the Issuer's ordinary shares shall have been suspended by the Commission or the NASDAQ Global Select Market ...or trading in securities generally on the NASDAQ Global Select 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 exchange or in any over-the-counter market, (iii) such Exchange, (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities or (v) (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States, the United Kingdom or any change in financial markets Ireland of a national emergency or any war, or other calamity or crisis that, that is material and adverse and (b) in the case of any of the events specified in clauses 10(a)(i) through 10(a)(iii), the effect of such event, singly or together with any other such event, makes it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable 24 impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary 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 Shares on the Closing Date if prior to the Closing Date, such time there shall have occurred any (i) suspension or material limitation of trading generally shall have been suspended or materially limited on, or by, as the case ma...y be, any of on the New York Stock Exchange or The Nasdaq the NASDAQ Global Market, Market or a material disruption in settlement services in the United States, (ii) suspension of trading of any securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) declaration of a general moratorium on commercial banking activities shall have been declared by Federal in California or New York State authorities by either Federal or state authorities, (iv) lowering of the rating assigned to any debt securities of the Company by any nationally-recognized securities rating agency or public announcement by any such rating agency that it has under surveillance or review, with possible negative consequences, its rating of any debt securities of the Company or (v) there shall have occurred any outbreak or escalation of hostilities, hostilities in which the United States is involved, declaration of war by Congress or any change in financial markets or any calamity or crisis including, without limitation, an act of terrorism, that, in the judgment of the Representatives, Representative, is material and adverse and which, singly and, in the case of any of the events described in clauses (i) through (v), such event, either alone or together with any other event specified in this clause (v), such event, makes it, in the reasonable judgement judgment of the Representatives, Representative, impracticable or inadvisable to proceed with completion of the offer, public offering of, or sale of and payment for, the Shares at the Closing Date. 25 11. Representations and Indemnities to Survive. The respective agreements, representations, 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 the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities on Shares. The provisions of Sections 6 and 7 hereof shall survive the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package termination or the Final Prospectus. cancellation of this Agreement. View More
