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 may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuer prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Issuer's Common Stock shall have been suspended by the Representatives to SEC, the Company if, after Nasdaq Capital Market or trading in securities generally on the execution and delivery of this Agreement and prio...r to the Closing Date, (i) trading generally New York Stock Exchange shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established on any exchange or in any over-the-counter market, (iii) either of such exchanges; (ii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have been declared either by Federal or New York State authorities authorities; (iii) there shall have occurred a material disruption in commercial banking or (v) securities settlement or clearance services; or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable it impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package by any Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). 24 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Issuer 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 Issuer 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
Found in Krystal Biotech, Inc. contract
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Underwriter, 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) Capital Market (or successor 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 trading market, (ii) a banking moratorium shall have been declared either by Federal or New 37 York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, States, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or 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 Underwriter, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Offered Securities on as contemplated by Statutory Prospectus or the terms and in Prospectus (exclusive of any supplement thereto), (v) since the manner contemplated 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, (vi) 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 Underwriter materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) 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 Underwriter has a Material Adverse Effect on the securities markets in the United States. View More
Found in Think Elevation Capital Growth Opportunities contract
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to the Firm Shares to be purchased on the Initial Closing Date by the Representatives to Representative by notifying the Company if, after at any time at or before the execution and delivery Initial Closing Date in the 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 occu...rrence 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 24 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 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 Common Stock or any securities of the Company has been suspended or materially limited on, by the Commission or by, as the case may be, any of trading generally on the New York Stock Exchange Exchange, Inc., the NYSE Amex or The the Nasdaq Global Market, (ii) trading of any 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, 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 the Underwriters, and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative 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 reasonable and documented 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, subject to the Registration Statement, limitations set forth in Section 4(b) and (z) no Underwriter who fails or refuses to purchase the General Disclosure Package 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 Final Prospectus. Company or to the other Underwriters for damages occasioned by its failure or refusal. View More
Found in EyePoint Pharmaceuticals, Inc. contract
Termination. The Underwriters may terminate this This Agreement by shall be subject to termination, in the absolute discretion of the Underwriters, immediately upon notice given by the Representatives to the Company if, Company, at any time if after the execution and delivery of this Agreement and prior to the Closing Date, (i) Time (a) trading generally shall have been suspended or materially limited on, on or by, as the case may be, any of either the New York Stock Exchange or The the Nasdaq Global Market,... (ii) (b) 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) (c) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (v) there shall have occurred authorities, (d) any outbreak or escalation of hostilities, hostilities shall have occurred in which the United States is involved, any declaration of war by Congress or any change in financial markets substantial national or any international calamity or crisis that, in emergency shall occur and the judgment effect of the Representatives, which 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 of the Representatives, your judgment, impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, Prospectus or (e) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the General Disclosure Package effect of international conditions on the financial markets in the United States shall be such) as to make it, in your judgment, impracticable or inadvisable to proceed with the Final offering, sale or delivery of the Notes on the terms and in the manner contemplated in the Prospectus. In the event of any such termination of this Agreement, the provisions of Section 7 hereof, the indemnity and contribution agreements set forth in Section 8 hereof, and the provisions of Sections 11 through 15 hereof shall remain in effect. 21 11. Representations and Indemnities to Survive. The respective indemnities, agreements, representations, warranties 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 termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person and will survive delivery of and payment for the Notes. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 7 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the occurrence of the termination of this Agreement pursuant to Section 9 or 10, the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of such Notes and comply with its other obligations under Section 7. View More
Found in Southwest Airlines contract
Termination. The Underwriters 26 (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 reasonable 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 mate...rially disrupted, or in the reasonable 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) reasonable 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 Stock Market 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 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, a 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 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 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
Found in Tocagen Inc contract
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of J.P. Morgan Securities LLC, by notice given by the Representatives to the Company if, Company, if after the execution and delivery of this Agreement and prior to the Closing Date, Date: (i) any change in United States or international financial, political or economic conditions or currency exchange rates or exchange controls the effect of which is such as to make it, in the judgment of J.P. M...organ Securities LLC, impractical to proceed with the offering, sale or delivery of or to enforce contracts for the sale of the Securities, whether in the primary market or in respect of dealings in the secondary market; (ii) trading generally shall have been suspended or materially limited on, on or by, as the case may be, by any of the New York Stock Exchange Exchange, the American Stock Exchange, the Nasdaq National Market or The Nasdaq Global Market, (ii) the over-the-counter market; (iii) trading of any securities issued or guaranteed by the Company or any of the Guarantors 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, market; (iv) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities authorities; (v) any major disruption of settlements of securities, or (v) payment or clearance services in the United States or any other country where such securities are listed; or (vi) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets hostilities or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), J.P. Morgan Securities LLC, 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 in by this Agreement, the Registration Statement, the General Disclosure Package or Time of Sale Information and the Final Prospectus. Offering Memorandum. View More
Found in Chaparral Energy, Inc. contract
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 Offered Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Units, Common Shares or Warrants shall have been suspended by the Commission, or materially limited o...n, 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) Capital Market (or successor 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 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 authorities, (iii) there shall have occurred a material disruption in commercial banking or (v) securities settlement or clearance services, (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other 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 Offered Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (v) 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, (vi) 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 Representatives materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) 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 Representatives has a material adverse effect on the securities markets in the United States. 33 11. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers, directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. View More
Found in 2 Contracts from 2 Companies
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 Offered Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Units, Common Shares or Warrants shall have been suspended by the Commission, or materially limited o...n, 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) Capital Market (or successor 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 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 authorities, (iii) there shall have occurred a material disruption in commercial banking or (v) securities settlement or clearance services, (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other 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 Offered Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (v) 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, (vi) 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 Representatives materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) 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 Representatives has a material adverse effect on the securities markets in the United States. 32 11. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers, directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. View More
Found in InterPrivate III Financial Partners Inc. contract
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 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) Capital Market (or successor 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 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 authorities, (iii) there shall have occurred a material disruption in commercial banking or (v) securities settlement or clearance services, (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other 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 Offered Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (v) 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, (vi) 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 Representatives materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) 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 Representatives has a material adverse effect on the securities markets in the United States. 33 11. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers, directors and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers, directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. View More
Found in ION Acquisition Corp 3 Ltd. contract
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 24 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 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 Federal any state or New York State authorities federal 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. (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 (i) 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 in accordance with Section 4(b) and in (ii) no Underwriter who shall have failed or refused to purchase the manner contemplated in 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 Registration Statement, Company or to the General Disclosure Package other Underwriters for damages occasioned by its failure or the Final Prospectus. refusal. View More
Found in VACCINEX, INC. contract