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 obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative, in its absolute discretion by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(j) or 6(l) have occurred, or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 25 9. Reimbursement of Underw...riters' Expenses. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement and shall have been terminated pursuant to Section 8, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement, or (d) the sale of the Stock is not consummated (i) because any condition to the obligations of the Underwriters set forth herein is not satisfied or (ii) because of the refusal, inability or failure on the part of the Company to perform any agreement herein or satisfy any condition or to comply with the provisions hereof (A) prior to the Closing Date, (i) trading generally then in addition to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters for the reasonable and documented fees and expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been suspended or materially limited on, or by, as reasonably and actually incurred by them in connection with this Agreement and the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading Stock, including, without limitation, travel and lodging expenses of any securities issued or guaranteed by the Underwriters, and upon demand the Company shall have been suspended on pay the full amount thereof to BTIG and (B) after the Closing Date but prior to any exchange or in Option Closing Date with respect to the purchase of any over-the-counter market, (iii) Optional Stock pursuant to a material disruption in securities settlement, payment or clearance services in notice delivered by BTIG to the United States Company under Section 3 hereof, the Company shall have occurred, (iv) a general moratorium on commercial banking activities reimburse the Underwriters for the reasonable and documented fees and expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been declared reasonably and actually incurred by Federal or New York State authorities or (v) there them following the Closing Date pursuant to this Agreement in connection with the proposed purchase of such Optional Stock, and upon demand the Company shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis pay the full amount thereof to BTIG, provided that, in no event shall the judgment Company be obligated to reimburse the Underwriters pursuant to clauses (a), (c) or (d)(i) above in an amount in excess of $100,000 in the aggregate. If this Agreement is terminated pursuant to Section 10 by reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in defaulting Underwriter on account of expenses to the reasonable judgement extent incurred by such defaulting Underwriter provided that the foregoing shall not limit any reimbursement obligation of the Representatives, impracticable or inadvisable Company to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. any non-defaulting Underwriter under this Section 9. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their absolute discretion by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(k) or 6(m) have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 24 9. REIMBURSEMENT OF UNDE...RWRITERS' EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement or (d) the sale of the Stock is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters for the reasonable fees and expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading Stock, including, without limitation, reasonable travel and lodging expenses of any securities issued or guaranteed by the Underwriters, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representatives; provided that if this Agreement is terminated pursuant to Section 10 by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in defaulting Underwriter on account of expenses to the reasonable judgement extent incurred by such defaulting Underwriter; provided further that the foregoing shall not limit any reimbursement obligation of the Representatives, impracticable or inadvisable Company to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. any non-defaulting Underwriter under this Section 9. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their absolute discretion, by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(j), 6(l) or 6(m) have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 28 9. REIMBURSEMENT ...OF UNDERWRITERS' EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement or (d) the sale of the Stock is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then, in addition to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters in accordance with this Section 9 for the reasonable fees and expenses of Underwriters' counsel and for such other documented out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading Stock, including, without limitation, reasonable and documented travel and lodging expenses of any securities issued or guaranteed by the Underwriters, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representatives; provided, however, that if this Agreement is terminated pursuant to Section 10 by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in defaulting Underwriter on account of expenses to the reasonable judgement extent incurred by such defaulting Underwriter; provided, further, that the foregoing shall not limit any reimbursement obligation of the Representatives, impracticable or inadvisable Company to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. any non-defaulting Underwriter under this Section 9. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the discretion of the Underwriters, by notice given by the Representatives to the Company if, and the Selling Shareholders, if after the execution and delivery of this Agreement and on or prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any by either of the New York Stock Exchange Exchange, or The Nasdaq Global Market, the Nasdaq; (ii) ...trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange such exchanges or in any over-the-counter market, market; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, Underwriters, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. -25- 12. Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholders may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholders or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the General Disclosure Package Prospectus or in any other document or arrangement, and the Final Prospectus. Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company, and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter's pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholders shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company and the Selling Shareholders, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter for damages caused by its default. View More
Termination. The Underwriters obligations of the Underwriter hereunder may terminate this Agreement be terminated by it, in its absolute discretion by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Stock if, prior to that time, any of the events described in Sections 6(i) or 6(j) have occurred. 20 9. REIMBURSEMENT OF UNDERWRITER'S EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall have been... terminated pursuant to Section 8, (b) the Company shall fail to tender the Stock for delivery to the Underwriter for any reason not permitted under this Agreement or (c) the sale of the Stock is not consummated because any condition to the obligations of the Underwriter set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform in all material respects any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5, the Company shall, reimburse the Underwriter for the reasonable and documented out-of-pocket fees and expenses of Underwriter's counsel (limited to one counsel) and for such other reasonable and documented out-of-pocket expenses as shall have been reasonably incurred by the Underwriter in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading Stock, including, without limitation, travel and lodging expenses of any securities issued or guaranteed by the Underwriter, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Underwriter; provided that if this Agreement is terminated by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement default of the Representatives, impracticable or inadvisable Underwriter, the Company shall not be obligated to proceed with reimburse the offer, sale or delivery Underwriter on account of expenses to the Securities on extent incurred by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Underwriter. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives by notice given to and received by the Representatives Company prior to delivery of and payment for the Notes if, prior to that time, (i) any of the events described in Sections 7(j), 7(k) and 7(l) shall have occurred, (ii) the representation in Section 1(g) is incorrect in any respect, or (iii) the Underwriters shall decline to purchase the Notes for any reason permitted under this Ag...reement. 25 11. Reimbursement of Underwriters' Expenses. If the Company shall fail to tender the Notes for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company if, after to perform any agreement on its part to be performed (other than with respect to a termination pursuant to clause (ii) of Section 10 if the execution Company and delivery the Underwriters subsequently enter into another agreement for the Underwriters to underwrite the same or substantially similar securities of the Company), or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriters for all reasonable documented out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by Notes, and upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in the reasonable judgement defaulting Underwriter on account of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. those expenses. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Underwriters, by notice given by the Representatives to the Company if, and the Selling Stockholders, if after the execution and delivery of this Agreement and on or prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, on or by, as by the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, Exchange; (ii) trading... of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, market; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, Underwriters, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. -29- 12. Defaulting Underwriter. (a) If, on the Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Stockholders on the terms contained in this Agreement. If, within thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Stockholders may postpone the Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company and the Selling Stockholders or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the General Disclosure Package Prospectus, or in any other document or arrangement, and the Final Prospectus. Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter's pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Company and the Selling Stockholders as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Stockholders shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company and the Selling Stockholders will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. -30- (d) Nothing contained in paragraphs (a), (b) and (c) above herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholders or any non-defaulting Underwriter for damages caused by its default. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated in the absolute discretion of the Underwriters, by notice given by the Representatives to the Company if, and the Selling Stockholder, if after the execution and delivery of this Agreement and on or prior to the Closing Date, Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of on the New York Stock Exchange or The Nasdaq Global Market, the over-the-counter marke...t; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, market; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, Underwriters, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. 31 12. Defaulting Underwriter. (a) If, on the Closing Date, an Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriter may in its discretion arrange for the purchase of such Shares by other persons reasonably satisfactory to the Company and the Selling Stockholder on the terms contained in this Agreement. If, within 36 hours after any such default by an Underwriter, the non-defaulting Underwriter does not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriter to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriter or the Company and the Selling Stockholder may postpone the Closing Date, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Stockholder or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the General Disclosure Package Prospectus or in any other document or arrangement, and the Final Prospectus. Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases of Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by the non-defaulting Underwriter, the Company and the Selling Stockholder as provided in paragraph (a) above, the aggregate number of Shares that remains unpurchased on the Closing Date, does not exceed one-tenth of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Stockholder shall have the right to require the non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter's pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by the non-defaulting Underwriter, the Company and the Selling Stockholder as provided in paragraph (a) above, the aggregate number of Shares that remains unpurchased on the Closing Date, exceeds one-tenth of the aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Stockholder shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriter. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company and the Selling Stockholder, except that the Company and the Selling Stockholder will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. 32 (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company and the Selling Stockholder or any non-defaulting Underwriter for damages caused by its default. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representatives, in their absolute discretion by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Sections 6(j) or 6(l) have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement. 29 9. REIMBURSEMENT OF UNDE...RWRITERS' EXPENSES. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement and shall have been terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement or (d) the sale of the Stock is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then (A) prior to the Closing Date, (i) trading generally in addition to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters for the reasonable and documented fees and out of pocket expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been suspended or materially limited on, or by, as reasonably incurred by them in connection with this Agreement and the case may be, any proposed purchase of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading Stock, including, without limitation, documented travel and lodging expenses of any securities issued or guaranteed by the Underwriters, and upon demand the Company shall have been suspended on pay the full amount thereof to the Representatives; and (B) after the Closing Date but prior to any exchange or in Option Closing Date with respect to the purchase of any over-the-counter market, (iii) Optional Stock pursuant to a material disruption in securities settlement, payment or clearance services in notice delivered by the United States Underwriters to the Company under Section 3 hereof, the Company shall have occurred, (iv) a general moratorium on commercial banking activities reimburse the Underwriters for the reasonable and documented fees and expenses of Underwriters' counsel and for such other out-of-pocket expenses as shall have been declared reasonably and actually incurred by Federal or New York State authorities or (v) there them following the Closing Date pursuant to this Agreement in connection with the proposed purchase of such Optional Stock, and upon demand the Company shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in pay the judgment full amount thereof to the Underwriters; provided that if this Agreement is terminated pursuant to Section 10 by reason of the Representatives, is material and adverse and which, singly default of one or together with more Underwriters, the Company shall not be obligated to reimburse any other event specified in this clause (v), makes it, in defaulting Underwriter on account of expenses to the reasonable judgement extent incurred by such defaulting Underwriter; provided further that the foregoing shall not limit any reimbursement obligation of the Representatives, impracticable or inadvisable Company to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. any non-defaulting Underwriter under this Section 9. View More
Termination. The obligations of the Underwriters hereunder may terminate this Agreement be terminated by the Representative, in its absolute discretion by notice given by the Representatives to the Company if, after the execution and prior to delivery of and payment for the Shares if, prior to that time, any of the events described in Section 6(i), Section 6(j) or Section 6(k) have occurred. -29- 9. Reimbursement of Underwriters' Expenses. Notwithstanding anything to the contrary in this Agreement, if (a) th...is Agreement shall have been terminated pursuant to Section 8 for any of the events described in Section 6(i) or 6(j), (b) the Company shall fail to tender the Shares to the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement or (d) the sale of the Shares is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then, the Company shall reimburse the Underwriters' out-of-pocket expenses in accordance with Section 5 and, in addition, the Company shall reimburse the Underwriters for the reasonable fees and expenses of the Underwriters' counsel and for all other accountable out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by proposed Offering, and promptly upon demand the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in pay the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared 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 full amount thereof to 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. Representative. View More
