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 obligations of the several Underwriters may terminate under this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and may be terminated at any time on or prior to the Closing Date, (i) trading generally shall have been suspended Date (or, with respect to the Option Shares, on or materially limited on, prior to the applicable Option Closing Date), by notice to the Company and the Selling Stockholder from the Representatives..., without liability on the part of any Underwriter to the Company or by, the Selling Stockholder if, prior to delivery and payment for the Firm Shares or Option Shares, as the case may be, in the sole judgment of the Representatives, (i) trading in any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading equity securities of any securities issued or guaranteed by the Company shall have been suspended or limited by the Commission or by The Nasdaq Stock Market, (ii) trading in securities generally on The Nasdaq Stock Market shall have been suspended or limited or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such exchange, by order of the Commission or any exchange court or in any over-the-counter market, other governmental authority, or by The Nasdaq Stock Market, (iii) a general banking moratorium shall have been declared by either federal or New York State authorities or any material disruption in of the securities settlement, payment settlement or clearance services in the United States shall have occurred, or (iv) a general moratorium on commercial banking activities shall have been declared by Federal any material adverse change in the financial or New York State authorities securities markets in the United States or (v) there shall have occurred in political, financial or economic conditions in the United States, any outbreak or material escalation of hostilities, hostilities involving the United States, a declaration of a national emergency or any change in financial markets war by the United States, or any other calamity or crisis that, in crisis, either within or outside the judgment United States, shall have occurred, the 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 sole judgment of the Representatives, impracticable or inadvisable to proceed with completion of the offer, sale public offering or the delivery of and payment for the Securities on Shares. If this Agreement is terminated pursuant to Section 11 hereof, neither the terms Company nor the Selling Stockholder shall be under any liability to any Underwriter except as provided in Sections 5(i), 8 and 9 hereof; but, if for any other reason the purchase of the Shares by the Underwriters is not consummated or if for any reason the Company shall be unable to perform its obligations hereunder, the Company and the Selling Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including the fees, disbursements and other charges of counsel to the Underwriters) incurred by the Underwriters in connection with the manner contemplated in offering of the Registration Statement, the General Disclosure Package or the Final Prospectus. Shares. View More
Found in SharpSpring, Inc. contract
Termination. The obligations of the several 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, the 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 Yo...rk Stock 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 (financial or The Nasdaq Global Market, (ii) trading otherwise) or any development involving a material adverse and unfavorable change (financial or otherwise) (in each case, other than disclosed, or incorporated by reference into the Registration Statement, any Pre-Pricing Prospectuses, the Prospectus or the Permitted Free Writing Prospectuses, if any, on the date hereof), in the operations, business, net worth, financial condition or prospects of any securities issued or guaranteed by the Company and the Significant Subsidiaries taken as a whole shall have been suspended occurred which would, in the sole judgment of the Representatives, make it impracticable to market the Securities on the 28 terms and in the manner contemplated in the Registration Statement, any exchange or in any over-the-counter market, Pre-Pricing Prospectuses and the Prospectus, (iii) a material disruption in securities settlement, payment or clearance services in if 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 in economic, political or other conditions the judgment effect of which on the financial markets of the Representatives, United States 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 the offer, sale or delivery of market the Securities on the terms and in the manner contemplated in the Registration Statement, any Pre-Pricing Prospectuses and the General Disclosure Package Prospectus or enforce contracts for the sale of the Securities, (iv) if trading in any securities of the Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE has been suspended (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 the Final Prospectus. 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 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 rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined in Section 3 under the 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 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 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 Securities, 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 4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. View More
Found in MFA FINANCIAL, INC. contract
Termination. The obligations of the several Underwriters may terminate under this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and may be terminated at any time prior to the Closing Date, (i) Time (or, with respect to the Option Shares, on or prior to the Option Closing Date), by notice to the Company from the Representatives, without liability on the part of any Underwriter to the Company (except as provided in Section 4(l)), if, prio...r to delivery and payment for the Firm Shares (or the Option Shares, as the case may be), in the sole judgment of the Representatives, any of the following shall occur: (a) trading generally or quotation in any of the equity securities of the Company shall have been suspended or materially limited on, by the Commission or by, as the case may be, any of by an exchange or otherwise; (b) trading in securities generally on the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company NASDAQ shall have been suspended or limited or minimum or maximum prices shall have been generally established on any such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such exchange or by order of the Commission or any court or other governmental authority; (c) a general banking moratorium shall have been declared by any of Federal or New York State authorities; (d) the United States shall have become engaged in any over-the-counter market, (iii) new hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred such a material disruption adverse change in securities settlement, payment general economic, political or clearance services financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, be such), or any change in financial markets or any other calamity or crisis that, in shall have occurred, the judgment effect of the Representatives, any of which 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, such as to make it impracticable or inadvisable to proceed with market the offer, sale or delivery of the Securities Shares on the terms and in the manner contemplated by the Prospectus; 29 (e) if the Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, the effect of any of which is such as to make it impracticable or inadvisable to market the Shares on the terms and in the Registration Statement, manner contemplated by the General Disclosure Package Prospectus; (f) if there shall have been a Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, the Final Prospectus. effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated by the Prospectus; or (g) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities or common stock of the Company, or of the securities of any Subsidiary or subsidiary trust of the Company, by any "nationally recognized statistical rating organization" (as that term is defined in Section 3(a)(62) of the Exchange Act) or any public announcement that any such organization has placed its rating on the Company or any such debt securities or common stock under surveillance or review or on a so-called "watch list" (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities or common stock has been placed on negative outlook. View More
Found in MONMOUTH REAL ESTATE INVESTMENT CORP contract
Termination. The obligations of the several 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 Representative, at any time prior to the Closing Date, time of purchase or, if applicable, each additional time of purchase, (i) trading generally if any of the conditions specified in Section 8 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 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 supplement thereto)), in the operations, business, net worth, condition or prospects of the Company and its subsidiaries, taken as a whole, or the Manager, or a material change in management of the Company or the Manager occurs, whether or not arising in the ordinary course of business, which would, in the sole judgment of the Representative, make it impracticable to market the Securities, (iii) if (a) the United States shall have declared war in accordance with its constitutional processes or there has occurred an outbreak or escalation of hostilities or other national or international calamity or crisis or change or development in economic, political or other conditions the effect of which on, or (b) any material adverse change in the financial markets of the United States or the international financial markets is such as to make it, in the sole judgment of the Representative, impracticable or inadvisable to market the Securities or enforce contracts for the sale of the Securities, (iv) if trading in any securities of the Company has been suspended or materially limited on, by the Commission or by, as by the case may be, any of NYSE, or if trading generally on the New York Stock Exchange NYSE, NYSE American LLC or The the Nasdaq Global Market, (ii) Market has been suspended, materially limited, (including an 24 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 any securities issued or guaranteed by the Company days of trading) shall have been suspended on any fixed, or maximum ranges for prices for securities have been required, by such exchange or in FINRA or Nasdaq or by order of the Commission or any over-the-counter market, (iii) 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, 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) States, (vi) if there shall have occurred any outbreak or escalation of hostilities, 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 in financial markets or any calamity or crisis that, that does not indicate an improvement, in the judgment rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined under Section 3(a)(62) of the Representatives, is material and adverse and 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, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement opinion of the Representatives, impracticable Representative, materially adversely affects or inadvisable to proceed with will materially adversely affect the offer, sale business or delivery operations of the Securities 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 Representative, has a material adverse effect on the terms and securities markets in the manner United States. If the Representative elects to terminate this Agreement as provided in this Section 9, 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 Securities, 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, 5(p), 7, 11 and 12 hereof), and the Registration Statement, Underwriters shall be under no obligation or liability to the General Disclosure Package Company under this Agreement (except to the extent provided in Sections 11 and 12 hereof) or the Final Prospectus. to one another hereunder. View More
Found in ANNALY CAPITAL MANAGEMENT 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 Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Class A Common Stock or Class B Common Stock shall have been suspended by the Commission or materially limite...d on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any in securities issued or guaranteed by generally on the Company New York Stock Exchange shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment limited or clearance services in the United States minimum prices shall have occurred, (iv) been -22- established on such exchange, (ii) 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 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 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 amendment or supplement thereto). View More
Found in Constellation Brands contract
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 Nasdaq Global Market, (ii) (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 Representative, 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 reasonable opinion of the Representative 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 reasonable opinion of the Representative has a material adverse effect on the securities markets in the United States. 25 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 representative, 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 of the Offered Securities, as set forth in Section 6(j) hereof. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect notwithstanding any termination of this Agreement. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect. View More
Found in Magnum Opus Acquisition Ltd contract
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 Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading in the Company's Units, Class A Ordinary Shares or Warrants shall have been suspended by the Commission, or trading in securities general...ly on NYSE shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established on any 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 Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (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 Representative 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 Representative has a material adverse effect on the securities markets in the United States. View More
Found in 4 Contracts from Tristar Acquisition I Corp.
Termination. The obligations of the several Underwriters may terminate under this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and may be terminated at any time prior to the Closing Date, (i) Date (or, with respect to the Option Shares, on or prior to any Option Closing Date), by notice to the Company from the Representatives, without liability on the part of any Underwriter to the Company, if, prior to delivery and payment for the Fir...m Shares (or the Option Shares, as the case may be), in the sole judgment of the Representatives, any of the following shall occur: (a) trading of any securities of the Company shall have been suspended or limited on the NYSE American or the TSX; (b) trading generally shall have been suspended or materially limited on, on or by, as the case may be, any of "national securities exchange" (as defined in the New York Stock Exchange Act), or The Nasdaq Global Market, (ii) trading of any securities issued minimum or guaranteed by the Company maximum prices shall have been suspended generally established on any such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any such exchange or in by order of the Commission, any over-the-counter market, (iii) a material disruption in securities settlement, payment Canadian Securities Commission or clearance services in the United States shall have occurred, (iv) any court or other governmental authority; (c) a general banking moratorium on commercial banking activities shall have been declared by Federal any of United States federal, New York or New York State authorities or (v) by Canadian federal authorities; (d) the United States or Canada shall have become engaged in new hostilities, there shall have been an escalation in hostilities involving the United States or Canada or there shall have been a declaration of a national emergency or war by the United States or Canada or there shall have occurred any outbreak such a material adverse change in general economic, political or escalation financial conditions, including, without limitation, as a result of hostilities, terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States or Canada shall be such), or any change in financial markets or any other calamity or crisis that, in shall have occurred, the judgment effect of the Representatives, any of which 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, such as to make it impracticable or inadvisable to proceed with market the offer, sale or delivery of the Securities Shares on the terms and in the manner contemplated by the Prospectus; (e) the Company shall have sustained a loss material or substantial to the Company by reason of flood, fire, accident, hurricane, earthquake, theft, sabotage, natural disaster, disease outbreak or other calamity or malicious act, whether or not such loss shall have been insured, the effect of any of which is such as to make it impracticable or inadvisable to market the Shares on the terms and in the Registration Statement, manner contemplated by the General Disclosure Package Prospectus; or the Final Prospectus. (f) there shall have been a Material Adverse Change. View More
Found in Ivanhoe Electric 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 Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Units, Common Stock or Warrants shall have been suspended by the Commission, the Company shall not have obtai...ned authorization for quotation of the Common Stock, Warrants or materially limited on, or by, as the case may be, any of Units on the New York Stock Exchange or The successor market, or trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Capital Market (or successor 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; or there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or any change in financial markets war, or any other national or international calamity or crisis that, (including, without limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in Statutory Prospectus or the manner contemplated Prospectus (exclusive of any supplement thereto), (iv) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the United States. 37 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Final Prospectus. Company or any of the officers, directors, employees, agents 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 2 Contracts from Star Peak Corp II
Termination. The Underwriters may terminate this (a) This Agreement shall be subject to termination in the absolute discretion of the Representatives, by written notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and at any time on or prior to the Closing Date, (i) trading generally delivery of any payment for the Notes, if prior to such time there shall have been suspended or materially limited on, or by, as the case may be, occurred any of the followin...g: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or The Nasdaq NASDAQ Global Market, Select Market; (ii) a suspension or material limitation in 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) Company's securities on the NASDAQ Global Select Market, (iii) a general moratorium on commercial banking activities shall have been declared by either Federal or New York State authorities or (v) there shall have occurred any a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iv) (A) the outbreak or escalation of hostilities, hostilities involving the United States or 26 the declaration by the United States of a national emergency or war, or (B) the occurrence of any other calamity or crisis or any change in financial markets financial, political or any calamity or crisis that, economic conditions in the United States or elsewhere, including, without limitation, as a result of terrorist activities occurring after the date hereof, if the effect of any such event specified in clause (iv), 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, it impracticable or inadvisable to proceed with the offer, sale public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or Prospectus. (b) If this Agreement shall be terminated pursuant to this Section 12, the Final Prospectus. Company shall not then be under any liability to the Underwriters except as provided in Section 5, Section 7 and Section 9 hereof. Nothing in this Section 12 shall be deemed to relieve the Underwriters of their liability, if any, to the Company for damages occasioned by their default hereunder. View More
Found in COWEN INC. contract