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 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., the American Stock Exchange, Inc. or 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 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. 24 (b) If this Agreement is terminated pursuant to proceed 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 Company to 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 obligations of the Underwriters may terminate this Agreement by notice given by hereunder shall be subject to termination in the Representatives to absolute discretion of the Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the Closing Date, time of purchase or, if applicable, each additional time of purchase, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the New York Stoc...k Exchange conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse and unfavorable change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise), or any development involving a material adverse and unfavorable change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any securities issued supplement thereto)), in the operations, business, net worth, condition or guaranteed by prospects of the Company shall have been suspended on any exchange and the Subsidiaries, taken as a whole, or in any over-the-counter market, (iii) a material disruption change in securities settlement, payment management of the Company occurs, whether or clearance services not arising in the ordinary course of business, which would, in the sole judgment of the Representatives, make it impracticable to market the Shares, (iii) if (a) the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal war in accordance with its constitutional processes or New York State authorities or (v) there shall have has occurred any an outbreak or escalation of hostilities, hostilities or any change in financial markets other national or any international calamity or crisis that, or change or development in economic, political or other conditions the effect of which on, or (b) any material adverse change in the judgment financial markets of the Representatives, United States or the international financial markets is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with market the offer, Shares or enforce contracts for the sale or delivery of the Securities Shares, (iv) if trading in any securities of the Company has been suspended or materially limited by the Commission or by the NYSE, or if trading generally on the terms and NYSE, the NYSE MKT LLC or the Nasdaq Global Market has been suspended, materially limited, (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or Nasdaq or by order of the Commission or any other governmental authority, (v) if a banking 24 | 39 moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the manner contemplated United States, (vi) if there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the Registration Statement, rating accorded any securities of or guaranteed by the General Disclosure Package Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Final Prospectus. Exchange Act, (vii) if any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Representatives, materially adversely affects or will materially adversely affect the business or operations of the Company, or (viii) if any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representatives, has a material adverse effect on the securities markets in the United States. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 3, 4(q), 5, 9 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Sections 9 and 10 hereof) or to one another hereunder. 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 Offered Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Units, Ordinary Shares or Warrants shall have been suspended by the Commission, or 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 Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the 27 Offered 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 which in the opinion of the Representative 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 the opinion of the Representative has a material adverse effect on the securities markets in the United States. 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 Issuer prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such time (i) trading generally in any of Holdings' or Signode's securities shall have been suspended by the Commission or materially limited on, or by, as the case may... be, any of the New York Stock Exchange or The trading in securities generally on the New York Stock Exchange, the Luxembourg Stock Exchange or the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Market shall have been suspended or limited or minimum prices shall have been established on any such exchange or in any over-the-counter market, (iii) 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 or New York State authorities or (v) by authorities in the European Union or any member state thereof; or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States or the European Union or any change in financial markets member state thereof of a national emergency or any war or 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, Representative, impracticable 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 Pricing Disclosure Package or and the Final Prospectus. Memorandum (exclusive of any amendment or supplement thereto). View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination by the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Notes, if at any time prior to the Closing Date, such time (i) trading in the Company's common stock shall have been suspended by the Commission or the NYSE or trading in securities generally shall have been suspended or materially limited on, or by, as t...he 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 the NYSE, (ii) a banking moratorium shall have been declared either by federal or in any over-the-counter market, (iii) New York State authorities or a material disruption in securities settlement, payment settlement or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) (iii) there shall have occurred any outbreak of major hostilities in which the United States is involved, declaration by the United States of a national emergency or escalation of hostilities, war, or any change in financial markets other substantial national or any international calamity or crisis that, the effect of which on financial markets is such as to make it, in the reasonable judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner Notes as contemplated in the Registration Statement, the General Disclosure Package or by the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(h) and Section 8 shall at all times be effective. If the Representatives elect to terminate this Agreement as provided in this Section 10, the Company shall be notified promptly by the Representatives by telephone or facsimile, confirmed by letter. 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 Shares, if at any time prior to the Closing Date, such time, (i) trading in securities generally shall have been suspended or materially limited on, or by, as the case may be, any of on the New York Stock Exchange or The the Nas...daq Global Market, (ii) trading of any securities issued or guaranteed by the Company Stock Market shall have been suspended or limited or minimum prices shall have been established on any exchange of such exchanges, (ii) there shall have occurred a suspension or material limitation on trading in any over-the-counter market, the Company's securities on the New York Stock Exchange, (iii) a material disruption in securities settlement, payment or clearance services banking moratorium shall have been declared either by authorities 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 state, (iv) there shall have occurred a change or development involving a 20 prospective change in United States taxation affecting the Shares or the transfer thereof or the imposition of exchange controls by the United States, or (v) there shall have occurred any outbreak or escalation of hostilities, except as existing with similar severity on the date hereof involving the United States, declaration by the United States of a national emergency or any change in war, or other calamity or crisis, except as existing with similar severity on the date hereof the effect of which on 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 Shares as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or and the Final Prospectus. View More
Termination. The obligations of the Underwriters may terminate this Agreement by notice given by hereunder shall be subject to termination in the Representatives to absolute discretion of the Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the Closing Date, time of purchase or, if applicable, each additional time of purchase, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the New York Stoc...k Exchange conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse and unfavorable change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise), or any development involving a material adverse and unfavorable change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any securities issued supplement thereto)), in the operations, business, net worth, condition or guaranteed by prospects of the Company shall have been suspended on any exchange and the Subsidiaries, taken as a whole, or in any over-the-counter market, (iii) a material disruption change in securities settlement, payment management of the Company occurs, whether or clearance services not arising in the ordinary course of business, which would, in the sole judgment of the Representatives, make it impracticable to market the Shares, (iii) if (a) the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal war in accordance with its constitutional processes or New York State authorities or (v) there shall have has occurred any an outbreak or escalation of hostilities, hostilities or any change in financial markets other national or any international calamity or crisis that, or change or development in economic, political or other conditions the effect of which on, or (b) any material adverse change in the judgment financial markets of 24 | 40 the Representatives, United States or the international financial markets is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with market the offer, Shares or enforce contracts for the sale or delivery of the Securities Shares, (iv) if trading in any securities of the Company has been suspended or materially limited by the Commission or by the NYSE, or if trading generally on the terms and NYSE, the NYSE American LLC or the Nasdaq Global Market has been suspended, materially limited, (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or Nasdaq or by order of the Commission or any other governmental authority, (v) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the manner contemplated United States, (vi) if there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the Registration Statement, rating accorded any securities of or guaranteed by the General Disclosure Package Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Final Prospectus. Exchange Act, (vii) if any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Representatives, materially adversely affects or will materially adversely affect the business or operations of the Company, or (viii) if any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representatives, has a material adverse effect on the securities markets in the United States. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 3, 4(q), 5, 9 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Sections 9 and 10 hereof) or to one another hereunder. View More
Termination. The obligations of the Underwriters may terminate this Agreement by notice given by hereunder shall be subject to termination in the Representatives to absolute discretion of the Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the Closing Date, time of purchase or, if applicable, each additional time of purchase, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the New York Stoc...k Exchange conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse and unfavorable change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise), or any development involving a material adverse and unfavorable change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any securities issued supplement thereto)), in the operations, business, net worth, condition or guaranteed by prospects of the Company shall have been suspended on any exchange and the Subsidiaries, taken as a whole, or in any over-the-counter market, (iii) a material disruption change in securities settlement, payment management of the Company occurs, whether or clearance services not arising in the ordinary course of business, which would, in the sole judgment of the Representatives, make it impracticable to market the Shares, (iii) if (a) the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal war in accordance with its constitutional processes or New York State authorities or (v) there shall have has occurred any an outbreak or escalation of hostilities, hostilities or any change in financial markets other national or any international calamity or crisis that, or change or development in economic, political or other conditions the effect of which on, or (b) any material adverse change in the judgment financial markets of the Representatives, United States or the international financial markets is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with market the offer, Shares or enforce contracts for the sale or delivery of the Securities Shares, (iv) if trading in any securities of the Company has been suspended or materially limited by the Commission or by the NYSE, or if trading generally on the terms and NYSE, the NYSE MKT LLC or the Nasdaq Global Market has been suspended, materially limited, (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or Nasdaq or by order of the Commission or any other governmental authority, (v) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the manner contemplated United States, (vi) if there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the Registration Statement, rating accorded any securities of or guaranteed by the General Disclosure Package Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Final Prospectus. Exchange Act, (vii) if any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Representatives, materially adversely affects or will materially 24|33 adversely affect the business or operations of the Company, or (viii) if any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representatives, has a material adverse effect on the securities markets in the United States. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 3, 4(q), 5, 9 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Sections 9 and 10 hereof) or to one another hereunder. View More
Termination. The obligations of the Underwriters may terminate this Agreement by notice given by hereunder shall be subject to termination in the Representatives to absolute discretion of the Company if, after the execution and delivery of this Agreement and Representatives, at any time prior to the Closing Date, time of purchase or, if applicable, each additional time of purchase, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the New York Stoc...k Exchange conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse and unfavorable change occurs (financial or The Nasdaq Global Market, (ii) trading otherwise), or any development involving a material adverse and unfavorable change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement, the General Disclosure Package, and the Prospectus as of the Applicable Time (exclusive of any securities issued supplement thereto)), in the operations, business, net worth, condition or guaranteed by prospects of the Company shall have been suspended on any exchange and the Subsidiaries, taken as a whole, or in any over-the-counter market, (iii) a material disruption change in securities settlement, payment management of the Company occurs, whether or clearance services not arising in the ordinary course of business, which would, in the sole judgment of the Representatives, make it impracticable to market the Shares, (iii) if (a) the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal war in accordance with its constitutional processes or New York State authorities or (v) there shall have has occurred any an outbreak or escalation of hostilities, hostilities or any change in financial markets other national or any international calamity or crisis that, or change or development in economic, political or other conditions the effect of which on, or (b) any material adverse change in the judgment financial markets of the Representatives, United States or the international financial markets is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement sole judgment of the Representatives, impracticable or inadvisable to proceed with market the offer, Shares or enforce contracts for the sale or delivery of the Securities Shares, (iv) if trading in any securities of the Company has been suspended or materially limited by the Commission or by the NYSE, or if trading generally on the terms and NYSE, the NYSE American LLC or the Nasdaq Global Market has been suspended, materially limited, (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or Nasdaq or by order of the Commission or any other governmental authority, (v) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the manner contemplated United States, (vi) if there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the Registration Statement, rating accorded any securities of or guaranteed by the General Disclosure Package Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Final Prospectus. Exchange Act, (vii) if any federal or state statute, 24 40 regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the reasonable opinion of the Representatives, materially adversely affects or will materially adversely affect the business or operations of the Company, or (viii) if any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Representatives, has a material adverse effect on the securities markets in the United States. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 3, 4(q), 5, 9 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Sections 9 and 10 hereof) or to one another hereunder. 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 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 by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). View More
