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
Found in Pactiv Evergreen Inc. contract

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 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, the Nasdaq Global Select Market, the London Stock Exchange or the The Na...sdaq Global Market, International Stock Exchange; (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, 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 or (v) by the competent governmental or regulatory authorities in the United Kingdom or the European Union; or (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, the United Kingdom or the European Union, 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. -20- 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
Found in Netflix contract
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 Units if, prior to that time, any of the events described in Sections 7(j) and 7(k) hereof shall have occurred or if the Underwriters shall decline to purchase the Units for any reason permitted under this Agreement. 36 12. Reimbursement of Underwriters' Expenses. If (a) the Com...pany shall fail to tender the Units for delivery to the Underwriters because any condition to the obligations of the Underwriters set forth in Section 7 hereof (with the exception of Section 7(j)(ii) and (iii)) is not satisfied or because of any refusal, inability or failure on the part of the Company if, after to perform any agreement herein or comply with any of the execution provisions hereof, the Company will reimburse the Underwriters for all reasonable and delivery documented out-of-pocket expenses (including reasonable and documented fees and disbursements of counsel for the Underwriters) 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 Units, 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 Representatives. If this Agreement is terminated pursuant to Section 9 hereof 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
Found in Spindletop Health Acquisition Corp. contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their absolute discretion by notice given by the Representatives to the Company if, after and the execution and Attorney-in fact (for all Selling Stockholders) prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(k), 6(m) or 6(n) have occurred or if the Underwriters shall decline to purchase the Stock for any reason p...ermitted under this Agreement. 32 9. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 (excluding a termination pursuant to Section 10), (b) the Company or any Selling Stockholder 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 or (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 because of the refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or 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 documented 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 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 Representatives; provided that 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 further 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
Found in RADIANT LOGISTICS, INC contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their 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(k) or 6(m) have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 24 9. REIMBURSEMENT OF UNDE...RWRITERS' 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 or (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 because of the refusal, inability or failure on the part of the Company to perform any agreement herein or 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 reasonable 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, reasonable 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 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 Representatives; provided that 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, further 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
Found in 2 Contracts from ROCKET PHARMACEUTICALS, INC.
Termination. The This Agreement may be terminated in the sole discretion of 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 Transferor given at or prior to the Closing Date, (i) trading generally Date in the event that the Transferor or the Bank shall have failed, refused or been suspended unable to perform in all material respects all obligations and satisfy in all material respects all conditions ...on its part to be performed or materially limited on, satisfied hereunder at or by, prior thereto. Termination of this Agreement pursuant to this Section 12 shall be without liability of any party to any other party except (i) as provided in Sections 7, 9 and 10 hereof and (ii) if this Agreement is terminated by the case may be, Representatives in accordance with any of the New York Stock Exchange provisions of Section 8(a), (b), (d), (e), (f), (g), (j), (k), (l), or The Nasdaq Global Market, (ii) trading (n), the Transferor will reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel to the Underwriters. 21 13. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail on the Closing Date to purchase the Class A Certificates which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) If the aggregate amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Class A Certificates, each of the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (b) If the aggregate amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Class A Certificates, this Agreement shall terminate without liability on the part of any securities issued non-defaulting Underwriter. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or guaranteed by the Company Transferor shall have been suspended on the right to postpone the Closing Date for a period not exceeding seven days in order to effect any exchange required changes in the Registration Statement or Prospectus or in any over-the-counter market, (iii) a material disruption in securities settlement, payment other documents 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. arrangements. View More
Found in AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their 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(j) or 6(l) have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 25 9. REIMBURSEMENT OF UNDE...RWRITERS' 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 or (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 because of the refusal, inability or failure on the part of the Company to perform any agreement herein or 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 accountable fees and expenses of Underwriters' counsel and for such other out‐of‐pocket accountable expenses as shall have been actually 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, reasonable 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 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 Representatives; provided that 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, further 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
Found in ROCKET PHARMACEUTICALS, INC. contract
Termination. The This Agreement may be terminated in the sole discretion of 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 Transferor given at or prior to the Closing Date, (i) trading generally Date in the event that the Transferor or the Bank shall have failed, refused or been suspended unable to perform in all material respects all obligations and satisfy in all material respects all conditions ...on its part to be performed or materially limited on, satisfied hereunder at or by, prior thereto. Termination of this Agreement pursuant to this Section 12 shall be without liability of any party to any other party except (i) as provided in Sections 7, 9 and 10 hereof and (ii) if this Agreement is terminated by the case may be, Representatives in accordance with any of the New York Stock Exchange provisions of Section 8(a), (b), (d), (e), (f), (g), (j), (k), (l), or The Nasdaq Global Market, (ii) trading (n), the Transferor will reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel to the Underwriters. 21 13. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail on the Closing Date to purchase the Certificates which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) If the aggregate amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Certificates, each of the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (b) If the aggregate amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Certificates, this Agreement shall terminate without liability on the part of any securities issued non-defaulting Underwriter. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or guaranteed by the Company Transferor shall have been suspended on the right to postpone the Closing Date for a period not exceeding seven days in order to effect any exchange required changes in the Registration Statement or Prospectus or in any over-the-counter market, (iii) a material disruption in securities settlement, payment other documents 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. arrangements. View More
Found in AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST contract
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(j), 6(l) or 6(m) have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 28 9. Reimbursement of U...nderwriters' 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 or (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 because of the refusal, inability or failure on the part of the Company to perform any agreement herein or 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 reasonable 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 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; provided that 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 further 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
Found in VIVEVE MEDICAL, INC. contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their absolute discretion by notice given by the Representatives to the Company if, after and the execution and Attorney-in fact (for all Selling Stockholders) prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(m), 6(o) or 6(p) have occurred or if the Underwriters shall decline to purchase the Stock for any reason p...ermitted under this Agreement. 34 9. Reimbursement of Underwriters' 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 or any Selling Stockholder 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 or (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 because of the refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5 hereof, the Company shall reimburse the Underwriters for the reasonable fees and expenses of Underwriters' counsel and for such other documented 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, reasonable and documented 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 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 Representatives; provided that 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 default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaulting Underwriter; and adverse and which, singly or together with provided further that the foregoing shall not limit any other event specified in this clause (v), makes it, in the reasonable judgement 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
Found in Greenlane Holdings, Inc. contract
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their 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(j), 6(k) or 6(m) have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 31 9. REIMBURSEMENT O...F UNDERWRITERS' 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 or (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 because of the refusal, inability or failure on the part of the Company to perform any agreement herein or 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 reasonable 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 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 Representatives; provided that 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 further 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
Found in SUTRO BIOPHARMA, INC. contract