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 Shares to be purchased on a Closing Date by the Representatives Representative by notifying the Company at any time at or before a Closing Date in the absolute discretion of the Representative 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 Representative, 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 Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis, including a health epidemic or pandemic outbreak of infectious disease (including COVID-19 to the Company if, extent that there is a material worsening of such outbreak that actually occurs after the execution and delivery date hereof in the markets in which the Company operates), the effect of this Agreement and prior which on the financial markets of the United States is such as to make it, in the Closing Date, (i) judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares; (iii) trading generally shall have in the Shares 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 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, Representative, 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 event that could have a Material Adverse Effect. 27 (b) If this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative or the Underwriters because of any failure, refusal or inability on the part of the Representatives, impracticable or inadvisable Company to proceed comply with the offer, sale terms or delivery to fulfill any of the Securities on conditions of this Agreement, the terms Company will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by them in connection with the manner contemplated proposed purchase and sale of the Shares or in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the Registration Statement, Shares 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, shall be relieved of liability to the General Disclosure Package Company or to the Final Prospectus. other Underwriters for damages occasioned by its failure or refusal. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Shares to be purchased on a Closing Date by the Representatives Representative by notifying the Company at any time at or before a Closing Date in the absolute discretion of the Representative 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 Representative, 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 Representative, inadvisable or impracticable to 33 market the Shares or enforce contracts for the sale of the Shares; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis, including a health epidemic or pandemic outbreak of infectious disease (including COVID-19 to the Company if, extent that there is a material worsening of such outbreak that actually occurs after the execution and delivery date hereof in the markets in which the Company operates), the effect of this Agreement and prior which on the financial markets of the United States is such as to make it, in the Closing Date, (i) judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares; (iii) trading generally shall have in the Shares 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 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; (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, Representative, 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 event having a Material Adverse Effect. (b) If this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative or the Underwriters because of any failure, refusal or inability on the part of the Representatives, impracticable or inadvisable Company to proceed comply with the offer, sale terms or delivery to fulfill any of the Securities on conditions of this Agreement, the terms Company will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by them in connection with the manner contemplated proposed purchase and sale of the Shares or in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the Registration Statement, Shares 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, shall be relieved of liability to the General Disclosure Package Company or to the Final Prospectus. other Underwriters for damages occasioned by its failure or refusal. 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 Ordinary Shares shall have been suspended by the Commission, or materially lim...ited 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 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. 35 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 Final Prospectus. Company or any of the officers, directors, employees, agents, affiliates 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 Units, if at any time prior to such delivery and payment (i) trading in the Partnership's Common Units 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 t...o 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 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 commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) occurred and as a general moratorium on commercial banking activities shall have been declared result thereof, in the sole judgment of the Representatives, it is impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by Federal any Preliminary Prospectus or New York State authorities the Final Prospectus (exclusive of any amendment or (v) supplement thereto), (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any war, or other material adverse change in general domestic or international economic, political or financial conditions (or the effect of international conditions on the financial markets or any calamity or crisis that, in the United States shall be such), including, without limitation, as a result of terrorist activities after the date hereof, 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 Units 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), (iv) any of the events described in Section 6(i) shall have occurred, or (v) the Underwriters shall decline to purchase the Units for any other reason permitted under this Agreement. 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the DCP Parties or their 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 of the DCP Parties 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 Units. 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 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 Firm Shares on the Closing Date or, in the case of the Option Shares, prior to the any Additional Closing Date, if prior to 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 may 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 the offer, sale or delivery completion of the Securities on public offering of, or sale of and payment for, the terms and in Shares at the manner contemplated in Closing Date or any Additional Closing Date, as the Registration Statement, the General Disclosure Package or the Final Prospectus. case may be. 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 the offer, sale or delivery completion of the Securities on public offering of, or sale of and payment for, the terms and in Shares at the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Closing Date. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Shares 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 the Representative if: (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materiall...y disrupted, or in the opinion of the Representative, 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 Closing Date, (i) judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares; (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 Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares; (iii) trading generally shall have in the Shares 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., or The Nasdaq Global Market, (ii) trading the NASDAQ has been suspended or materially limited, or minimum or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, FINRA, or any securities issued other governmental or guaranteed regulatory authority; (iv) a banking moratorium has been declared by any state or Federal authority, or (v) in the good faith reasonable judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the 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 Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. (b) If this Agreement is terminated pursuant to any of its provisions, the Company shall have been suspended not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative or the Underwriters because of any failure, refusal or inability on the part of the Company to comply with the terms or to fulfill any exchange of the conditions of this Agreement, the Company will 25 reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel), subject to the cap set forth in Section 4(b) incurred by them in connection with the proposed purchase and sale of the Shares or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States contemplation of performing their obligations hereunder and (z) no Underwriter who shall have occurred, (iv) a general moratorium on commercial banking activities failed or refused to purchase the Shares 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, shall have been declared be relieved of liability to the Company, or to the other Underwriters for damages occasioned by Federal its failure 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. refusal. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of JPM, 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 time (i) trading in any securities 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 Marke...t, (ii) trading of any securities issued or guaranteed by the Company or any Guarantor on the New York Stock Exchange or the NASDAQ Global Market shall have been suspended or materially limited or minimum prices shall have been established on any such exchange or in any over-the-counter market, (iii) the NASDAQ Global Market; (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 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, impracticable JPM, impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or the Final Prospectus. supplement thereto). View More
Termination. (a) The Underwriters may terminate obligations of the Selling Agents under this Agreement may be terminated at any time prior to the initial Closing Date, by notice given by to the Representatives Company from the Representative, without liability on the part of the Selling Agents to the Company if, after the execution and delivery of this Agreement and prior to delivery and payment for the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as Offered ...Securities, in the case may be, any sole judgment of the New York Stock Exchange Representative: (i) there has occurred any material adverse change in the securities markets or The Nasdaq Global Market, (ii) trading of any securities issued event, act or guaranteed by the Company shall have been suspended on any exchange occurrence that has materially disrupted, or in any over-the-counter market, (iii) the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material disruption adverse change in securities settlement, payment general financial, political or clearance services economic conditions or the effect of international conditions on 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 any outbreak or escalation of hostilities, or any change in 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 Representative, inadvisable or together with impracticable to market the Offered Securities or enforce contracts for the sale of the Offered Securities; (ii) there has occurred any outbreak of hostilities or escalation thereof or other event specified calamity or crisis or any change or development involving a prospective change in this clause (v), makes national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, such as to make it, in the reasonable judgement judgment of the Representatives, Representative, inadvisable or impracticable to market the Offered Securities or inadvisable to proceed with enforce contracts for the offer, sale or delivery of the Securities Offered Securities; (iii) trading in any securities of the Company has been suspended or materially limited; (iv) trading generally on the terms and NASDAQ has been suspended or materially limited, or minimum or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, FINRA, or any other governmental or regulatory authority; (v) a banking moratorium has been declared by any state or Federal authority; or (vi) in the manner contemplated judgment of the Representative, 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, Final Offering Circular, any material adverse change in the General Disclosure Package assets, properties, condition, financial or otherwise, or in the Final Prospectus. results of operations, business affairs or business prospects of the Company and its Subsidiaries considered as a whole, whether or not arising in the ordinary course of business. (b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of Wells Fargo, 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 time (i) trading in any securities 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 Glob...al Market, (ii) trading of any securities issued or guaranteed by the Company or the Parent Guarantor on the New York Stock Exchange or the NASDAQ Global Market shall have been suspended or materially limited or minimum prices shall have been established on any such exchange or in any over-the-counter market, (iii) the NASDAQ Global Market; (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 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, impracticable Wells Fargo, impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any amendment or the Final Prospectus. supplement thereto). View More