Termination Clause Example with 435 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. (a) The Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable ...to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. View More
Found in SIEBERT FINANCIAL CORP contract

Variations of a "Termination" Clause from Business Contracts

Termination. (a) The Agent (a)(i)The Company may terminate this Agreement, by Agreement in its sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of t...he Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. KeyBanc Capital Markets. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of KeyBanc Capital Markets, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival 4(l)), 9, 13, 14, 15 and 18 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If (ii) In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to consent of KeyBanc Capital Markets. (b)(i)KeyBanc Capital Markets may terminate this Agreement in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any other party party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent (ii) In the case of any purchase by KeyBanc Capital Markets pursuant to a Terms Agreement, the obligations of KeyBanc Capital Markets pursuant to such Terms Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified be subject to terminate this Agreement in its sole discretion termination at any time after prior to or at the Principal Settlement Date, if, (A) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been materially suspended or materially limited on or by, as the case may be, any of the NYSE, the American Stock Exchange or the Nasdaq Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in KeyBanc Capital Markets' judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(i) through (v), such event singly or together with any other such event specified in clauses (A)(i) through (v) makes it, in KeyBanc Capital Markets' judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If KeyBanc Capital Markets elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing. (c)This Agreement shall remain in full force and effect until the earlier of (A) termination of the Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B) such date that the Maximum Amount has been sold in accordance with the terms of this Agreement. Any such termination shall be without liability of Agreement or any party to any other party Terms Agreement and (C) May 3, 2021, in each case except that the provisions of Section 8, 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any (d)Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent KeyBanc Capital Markets or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof. View More
Found in Otter Tail Corp contract
Termination. (a) (i) The Agent Company may terminate this Agreement, by Agreement in its sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time [Name of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of t...he Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Agent]. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of [Name of Agent], shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival 4(l)), 9, 13, 14, 15 and 18 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If (ii) In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). consent of [Name of Agent]. (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to (i) [Name of Agent] may terminate this Agreement in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any other party party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent (ii) In the case of any purchase by [Name of Agent] pursuant to a Terms Agreement, the obligations of [Name of Agent] pursuant to such Terms Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified be subject to terminate this Agreement in its sole discretion termination at any time after prior to or at the Principal Settlement Date, if, (A) since the time of execution of the Terms Agreement or 35 the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been materially suspended or materially limited on or by, as the case may be, any of the NYSE or the NASDAQ Stock Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in [Name of Agent]'s judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(i) through (v), such event singly or together with any other such event specified in clauses (A)(i) through (v) makes it, in [Name of Agent]'s judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If [Name of Agent] elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing. (c) This Agreement shall remain in full force and effect until the earlier of (A) termination of this Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B) such date that the Maximum Amount of Shares have been sold in accordance with the terms of this Agreement, any Terms Agreement, any Alternative Distribution Agreement and any Alternative Terms Agreement and (C) the third anniversary of the date of this Agreement. Any such termination shall be without liability of any party to any other party Agreement, in each case except that the provisions of Section 8, 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent [Name of Agent] or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof. View More
Found in DCT Industrial Trust Inc. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the Company, as hereinafter specified solicitation of offers to purchase the Shares in its sole discretion at any time (1) if there has been, since the time of execution of this Agreement either in its entirety or since the date as of which information is given in the Prospectus, any Material Adverse Effect, only wi...th respect to one or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical more Agents, Forward Sellers or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Forward Purchasers. Any such termination shall be without liability of any party to any other party except that (i) if Shares have been sold through the Agents or the Forward Sellers for the Company, then Section 4(z) shall remain in full force and effect, (ii) with respect to any pending sale, through the Agents or the Forward Sellers for the 46 Company, the obligations of the Company and the Operating Partnership, including in respect of compensation of the Agents, the Forward Sellers and the Forward Purchasers shall remain in full force and effect notwithstanding the termination, (iii) if this Agreement is terminated only with respect to one or more Agents, Forward Sellers or Forward Purchasers, this Agreement shall remain in full force and effect with respect to all other Agents, Forward Sellers and Forward Purchasers and (iv) the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 4(k), 6, 7, 9, 10, 11, 15, 16, 17, 18, 19, 20 and 21 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company Each Agent, Forward Seller or Forward Purchaser shall have the right, by giving ten (10) days written notice as hereinafter specified specified, to terminate this Agreement in its sole discretion at solely with respect to such Agent, Forward Seller or Forward Purchaser. Any such termination shall have no effect on the obligations of any time after the date of other Agent, Forward Seller or Forward Purchaser under this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section Sections 4(k), 6, 7, 9, 10, Section 11, Section 17 15, 16, 17, 18, 19, 20 and Section 18 hereof 21 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a) or (d) 8(b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section the provisions of Sections 4(k), 6, 7, 9, 10, Section 11, Section 17 15, 16, 17, 18, 19, 20 and Section 18 21 of this Agreement shall remain in full force and effect. (f) effect notwithstanding such termination. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents, the Forward Sellers, the Forward Purchasers or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Sections 3(o) and 3(p) of this Agreement. (g) Subject to (e) Notwithstanding the additional limitations set forth in Section 8 of this Agreement, in foregoing, the event of termination term of this Agreement shall commence on the date of this Agreement and expire on the earliest to occur of (i) the date on which the Maximum Program Amount has been sold under this Agreement, (ii) the date this Agreement is terminated pursuant to Sections 8(a), (b) or (c) above or (iii) three years from the date of this Agreement; provided that if a "Supplemental Confirmation" required to be executed pursuant to this Agreement has not been executed on or prior to such date, then the provisions of this Agreement as they relate to the Forward for the applicable Forward Hedge Selling Period shall survive such termination until such "Supplemental Confirmation" has been executed or deemed effective pursuant to such Forward. (f) Any termination shall not affect or impair any party's obligations with respect to any Shares sold hereunder prior to the sale occurrence thereof (including, in the case of any Placement Forward Hedge Shares, the Agent shall be entitled only obligation to reimbursement of its out-of-pocket expenses actually incurred. enter into the "Supplemental Confirmation" in respect thereof). View More
Found in MPT Operating Partnership, L.P. contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the AMC Preferred Equity Units in its sole discretion at any time. Any such termination shall be without liability of any party to any other party ex...cept that (i) if AMC Preferred Equity Units have been sold through the Prospectus, Manager for the Company, then Section 4(s) shall remain in full force and effect, (ii) with respect to any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in pending sale, through the reasonable judgment Manager for the Company, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change Company, including in the financial markets in the United States or the international financial markets, any outbreak respect of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment compensation of the Agent, impracticable or inadvisable to market Manager, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (iii) the sale provisions of the Placement Shares, (3) if trading Sections 2, 5, 7, 10, 11, 13 and 15 of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. 27 (b) The Manager shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the AMC Preferred Equity Units in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 10, 11, 13 and 15 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If with respect to the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect Manager notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 5, 7 and Section 18 10 shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Manager or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement Shares, the AMC Preferred Equity Units, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (e) In the case of any purchase of AMC Preferred Equity Units by the Manager pursuant to a Terms Agreement, the obligations of the Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of the Manager, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Company prior to the sale Time of Delivery relating to such AMC Preferred Equity Units, if at any Placement Shares, time prior to such delivery and payment (i) trading in the Agent Company's Common Stock or AMC Preferred Equity Units shall be entitled only have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to reimbursement make it, in the sole judgment of its out-of-pocket expenses actually incurred. the Manager, impractical or inadvisable to proceed with the offering or delivery of the AMC Preferred Equity Units as contemplated by the Prospectus. 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Found in AMC ENTERTAINMENT HOLDINGS, INC. contract
Termination. (a) The Agent may terminate this Agreement, Partnership Parties shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Units in the Prospectus, their sole discretion at any Material Adverse Effect, or time. Any such termination shall be without liabili...ty of any development party to any other party except that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment (i) if any of the Agent, is material Units have been sold through any Manager for the Partnership, Section 4(y) shall remain in full force and adverse and makes it impractical or inadvisable effect until the applicable Settlement Date, (ii) with respect to market any pending sale, through any Manager for the Placement Shares, (2) if there has occurred any material adverse change in Partnership, the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment obligations of the Agent, impracticable or inadvisable to market Partnership, including in respect of compensation of such Manager, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (iii) the sale provisions of the Placement Shares, (3) if trading Sections 5, 7, 8, 10, 11, 12, 16, 18, 19, 20 and 21 of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. (b) Each Manager shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Units in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 5, 7, 8, 10, 11, 12, 16, 18, 19, 20 and 21 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 9(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section the provisions of Sections 5, 7, 8, Section 10, Section 11, Section 17 12, 16, 18, 19, 20 and Section 18 21 of this Agreement shall remain in full force and effect. (f) effect notwithstanding such termination. 34 (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent any Manager or the Company, Partnership Parties, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, the Units, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vi) of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. View More
Found in Westlake Chemical Partners LP contract
Termination. (a) (i) The Agent Company may terminate this Agreement, by Agreement in its sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Age...nt, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. JPMS. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of JPMS, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival 4(l)), 9, 13, 14, 15 and 19 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If (ii) In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). consent of JPMS. 35 (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to (i) JPMS may terminate this Agreement in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any other party party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof 19 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent (ii) In the case of any purchase by JPMS pursuant to a Terms Agreement, the obligations of JPMS pursuant to such Terms Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified be subject to terminate this Agreement in its sole discretion termination at any time after prior to or at the date Principal Settlement Date, if, (A) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been materially suspended or materially limited on or by the Exchange or the NASDAQ Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in JPMS' judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(i) through (v), such event singly or together with any other such event specified in clauses (A)(i) through (v) makes it, in JPMS' judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If JPMS elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing. (c) This Agreement shall remain in full force and effect until the earlier of (A) termination of this Agreement. Any Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties and (B) such termination shall be without liability date that the Maximum Amount of Shares have been sold in accordance with the terms of this Agreement or any party to any other party Terms Agreement, in each case except that the provisions of Section 8, 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof 19 of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent JPMS or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof. View More
Found in American Campus Communities contract
Termination. (a) (i) The Agent Company may terminate this Agreement, by Agreement in its sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Age...nt, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. JPMS. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of JPMS, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival 4(l)), 9, 13, 14, 15 and 18 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If (ii) In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). consent of JPMS. (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to (i) JPMS may terminate this Agreement in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any other party party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent (ii) In the case of any purchase by JPMS pursuant to a Terms Agreement, the obligations of JPMS pursuant to such Terms Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified be subject to terminate this Agreement in its sole discretion termination at any time after prior to or at the date Principal Settlement Date, if, (A) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been materially suspended or materially limited on or by the Exchange or the NASDAQ Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium on commercial banking activities in New York shall 35 have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in JPMS's judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(i) through (v), such event singly or together with any other such event specified in clauses (A)(i) through (v) makes it, in JPMS's judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If JPMS elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing. (c) This Agreement shall remain in full force and effect until the earlier of (A) termination of this Agreement. Any Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties and (B) such termination shall be without liability date that the Maximum Amount of Shares have been sold in accordance with the terms of this Agreement or any party to any other party Terms Agreement, in each case except that the provisions of Section 8, 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent JPMS or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof. View More
Found in 2 Contracts from American Campus Communities
Termination. (a) The Agent (i)The Company may terminate this Agreement, by Agreement in its sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the ...Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. JPMS. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of JPMS, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival 4(l)), 9, 13, 14, 15 and 18 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If (ii) In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). consent of JPMS. (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to (i)JPMS may terminate this Agreement in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any other party party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent (ii) In the case of any purchase by JPMS pursuant to a Terms Agreement, the obligations of JPMS pursuant to such Terms Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified be subject to terminate this Agreement in its sole discretion termination at any time after prior to or at the Principal Settlement Date, if, (A) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been materially suspended or materially limited on or by, as the case may be, any of the NYSE, the American Stock Exchange or the NASDAQ Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in JPMS's judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(i) through (v), such event singly or together with any other such event specified in clauses (A)(i) through (v) makes it, in JPMS's judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If JPMS elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing. (c) This Agreement shall remain in full force and effect until the earlier of (A) termination of the Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B) such date that the Maximum Amount has been sold in accordance with the terms of this Agreement. Any such termination shall be without liability of Agreement or any party to any other party Terms Agreement and (C) May 1, 2018, in each case except that the provisions of Section 8, 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent JPMS or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof. View More
Found in Otter Tail Corp contract
Termination. (a) (i) The Agent Company may terminate this Agreement, by Agreement in its sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Age...nt, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. BAML. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of BAML, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival 4(l)), 9, 13, 14, 15 and 18 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If (ii) In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). consent of BAML. (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to (i) BAML may terminate this Agreement in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any other party party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent (ii) In the case of any purchase by BAML pursuant to a Terms Agreement, the obligations of BAML pursuant to such Terms Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified be subject to terminate this Agreement in its sole discretion termination at any time after prior to or at the date Principal Settlement Date, if, (A) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and 35 any Permitted Free Writing Prospectus, (i) trading generally shall have been materially suspended or materially limited on or by the Exchange or the NASDAQ Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any calamity or crisis that, in each case, in BAML's judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(i) through (v), such event singly or together with any other such event specified in clauses (A)(i) through (v) makes it, in BAML's judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If BAML elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing. (c) This Agreement shall remain in full force and effect until the earlier of (A) termination of this Agreement. Any Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties and (B) such termination shall be without liability date that the Maximum Amount of Shares have been sold in accordance with the terms of this Agreement or any party to any other party Terms Agreement, in each case except that the provisions of Section 8, 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent BAML or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof. View More
Found in 2 Contracts from American Campus Communities
Termination. (a) The Agent Company may terminate this Agreement, by Agreement in its sole discretion at any time upon giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent,... is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. BMOCM. Any such termination shall be without liability of any party to any the other party party, except that (i) with respect to any pending sale, the obligations of the Company, including, without limitation, in respect of compensation of BMOCM, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Sections 2, 3 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only subsection (m) of Section 8 (Expenses), 3), 5 and subsections (c), (e) and (h) of Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof 7 shall remain in full force and effect notwithstanding such termination. If In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). consent of BMOCM. (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to BMOCM may terminate this Agreement in its sole discretion at any time after upon giving written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any the other party party, except that (i) with respect to any pending sale, the obligations of the Company, including, without limitation, in respect of compensation of BMOCM, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Sections 2, 3 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only subsection (m) of Section 8, 3), 5 and subsections (c), (e) and (h) of Section 10, Section 11, Section 17 and Section 18 hereof 7 shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have In the right, case of any purchase by giving ten (10) days BMOCM pursuant to a Terms Agreement, BMOCM may, by written notice as hereinafter specified to the Company, terminate this its obligations pursuant to such Terms Agreement in its sole discretion at any time prior to or on the Settlement Date if, since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement and the Prospectus: (i) trading of any securities of the Company shall have been suspended on the Exchange; (ii) trading generally shall have been suspended or limited on or by, as the case may be, the Exchange, or minimum or maximum prices shall have been generally established on the Exchange; (iii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iv) there shall have been a declaration of a national emergency or war by the United States or there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist 30 activities after the date hereof (or the effect of international conditions on the financial markets in the United States), or any other calamity or crisis shall have occurred, 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 manner contemplated by the Prospectus; or (v) if there shall have been a Material Adverse Change. (c) This Agreement shall remain in full force and effect until the earliest to occur of (i) termination of this Agreement. Any Agreement pursuant to subsection (a) or (b) of this Section 6 or otherwise by mutual written agreement of the parties and (ii) such termination shall be date that the aggregate gross sales prices of the Shares sold pursuant to this Agreement (including, without liability of any party limitation, one or more Terms Agreements pursuant hereto) equals the Maximum Amount, in each case except that (i) with respect to any other party except that pending sale, the obligations of the Company, including, without limitation, in respect of compensation of BMOCM, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Sections 2, 3 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only subsection (m) of Section 8, 3), 5 and subsections (c), (e) and (h) of Section 10, Section 11, Section 17 and Section 18 hereof 7 shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such the notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent BMOCM or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to Section 1 (in the additional limitations set forth case of an Agency Transaction) or in Section 8 accordance with the relevant Terms Agreement (in the case of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. a Principal Transaction). View More
Found in HECLA MINING CO contract