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 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) trading generally shall have been suspended Date (or, with respect to the Option Units, on or materially limited on, or by, prior to any Option Closing Date), by notice to the Company from the Underwriters, without liability on the part of any Und...erwriter to the Company, if, prior to delivery and payment for the Firm Units (or the Option Units, as the case may be, be), in the sole judgment of the Underwriters, any of the New York Stock Exchange following shall occur: (a) trading or The Nasdaq Global Market, (ii) trading quotation in any of any the equity securities issued or guaranteed by of the Company shall have been suspended on any or limited by the Commission or by an exchange or otherwise; (b) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Global Select 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 or by order of the Commission or any over-the-counter market, (iii) court or other governmental authority; (c) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (d) the United States shall have become engaged in 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 Units 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, 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 Units 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
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 and the Selling Stockholders prior to delivery of and payment for the Securities, if at any time prior to such time (i) there shall have occurred, since the time of execution and delivery of this Agreement or since the respective dates as of which information is given in the Disclosure Package or the ...Prospectus, any material adverse change or development in the condition (financial or otherwise), business or results of operations of the Company and prior to its subsidiaries, taken as a whole; (ii) trading in the Closing Date, (i) Company's Common Stock shall have been suspended by the Commission or the Exchange or trading in any securities generally on the New York Stock Exchange or NASDAQ Stock Market shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established on any exchange either exchange; (iii) a banking moratorium shall have been declared either by U.S. federal or in any over-the-counter market, (iii) New York State authorities; (iv) 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, (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 calamity or crisis that, the effect of which on financial markets is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any supplement thereto). 27 13. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, the Final Prospectus. Selling Stockholders 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, the Company, the Selling Stockholders or any of the indemnified persons referred to in Section 10 hereof, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Securities. The provisions of Sections 9 and 10 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such time (i) trading in the Company's common stock shall have been suspended by the Commission, (ii) trading in securities generally on the New York Stock Exchange shall hav...e 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 such exchange, (iii) a banking moratorium shall have been declared either by Federal, New York State or in any over-the-counter market, (iii) State of Texas authorities or a material disruption in commercial banking or 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 or New York State authorities or (v) there shall have occurred any material change in the financial markets or any outbreak or escalation of hostilities, insurrection or any change in financial markets armed conflict, declaration by the United States of a national emergency or any war, or other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by this Agreement, the terms Time of Sale Information and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). 28 12. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and Holdings or their respective 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, the Company or Holdings or any of the officers, directors, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement. View More
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 Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading in the Common Stock shall have been suspended by the Commission or NASDAQ; (ii) trading in securities generally on NASDAQ or the New York St...ock 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 such exchange; (iii) a banking moratorium shall have been declared either by federal or in any over-the-counter market, (iii) New York State authorities or a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States shall have occurred, has occurred; or (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 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 Underwriter, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to such delivery and payment (i) (a) trading in the Closing Date, (i) trading generally Company's Common Shares shall have been suspended by the Commission or materially limited on, The Nasdaq Gl...obal Market or by, as the case may be, any of (b) trading in securities generally on the New York Stock Exchange or The the Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company Stock Market shall have been suspended or limited or minimum prices shall have been established on any exchange either of such exchanges, (ii) a banking moratorium shall have been declared either by U.S. federal, New York State or in any over-the-counter market, Dutch 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, or (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 or any change in financial markets the Netherlands of a national emergency or any war, or other calamity or crisis that, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). 24 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 Company 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 5(j), 7 and 8 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after and the Selling Stockholder prior to delivery of and payment for the Securities, if at any time prior to such time (i) there shall have occurred, since the time of execution and delivery of this Agreement or since the respective dates as of which information is given in the Disclosure Package or the P...rospectus, any material adverse change or development in the condition (financial or otherwise), business or results of operations of the Company and prior to its subsidiaries, taken as a whole; (ii) trading in the Closing Date, (i) Company's Common Stock shall have been suspended by the Commission or the Exchange or trading in any securities generally on the New York Stock Exchange or NASDAQ Stock Market shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by the Company minimum prices shall have been suspended established on any exchange either exchange; (iii) a banking moratorium shall have been declared either by U.S. federal or in any over-the-counter market, (iii) New York State authorities; (iv) 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, (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 calamity or crisis that, the effect of which on financial markets is such as to make it, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable impractical or inadvisable to proceed with the offer, offering, sale or delivery of the Securities on the terms and in the manner as contemplated in the Registration Statement, the General Disclosure Package and the Prospectus (exclusive of any supplement thereto). 27 13. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, the Final Prospectus. Selling Stockholder 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, the Company, the Selling Stockholder or any of the indemnified persons referred to in Section 10 hereof, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Securities. The provisions of Sections 9 and 10 hereof shall survive the termination or cancellation of this Agreement. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such delivery and payment (i) trading generally in the Company's Common Shares shall have been suspended by the Commission or materially limited on, the Exchanges or by, as t...he case may be, any of 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 Exchanges 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 established on either of such exchanges, (ii) a general banking moratorium on commercial banking activities shall have been declared either by Federal U.S. Federal, Canadian 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, sale offering or delivery of the Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Preliminary Prospectus or the Final Prospectus. Prospectus (exclusive of any amendment or supplement thereto). View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the 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 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 national or international 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 Representative, impractical or inadvisable to proceed with the offer, sale offering or delivery of the Securities on as contemplated by the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package Statutory Prospectus or the Final Prospectus. Prospectus (exclusive of any supplement thereto). 36 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 Company 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
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 Issuers prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such time (i) trading generally in the Issuer's securities shall have been suspended by the Commission or materially limited on, or by, as the case may be, any of the ...New York Stock Exchange or The 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 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 Representative, 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 or by the Final Prospectus. Prospectus (exclusive of any supplement thereto). View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given by the Representatives to the Company if, after the execution and prior to delivery of this Agreement and payment for the Securities, if at any time prior to the Closing Date, such time (i) trading generally in the Parent's securities shall have been suspended by the Commission or materially limited on, the Nasdaq Stock Market LLC 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) trading of any securities issued or guaranteed by the Company Stock Market LLC shall have been suspended or limited or minimum prices shall have been established on any exchange such exchanges; (ii) a banking moratorium shall have been declared either by U.S. federal or in any over-the-counter market, New 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, services; or (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 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 Representative, 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 or and the Final Prospectus. Memorandum (exclusive of any amendment or supplement thereto). View More
