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 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 Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if Sha...res 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, 9, 10, 12 and 14 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) 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 Shares 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, 9, 10, 12 and 14 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), 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 9 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 the Shares, 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 Shares by the Manager pursuant to a Terms Agreement, the obligations of the Manager pursuant to such Terms Agreement shall be subject to termination by 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 Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on either of such exchanges, (ii) a banking moratorium shall have been declared either by U.S. 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 make it, in the judgment of the Manager, impractical or inadvisable to proceed with the 27 offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Clean Energy Fuels Corp. contract
Termination. (a) The Agent may Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement, by written notice Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager for the Company, as hereinafter specified at any time (1) if there has been, since the time obligations of execution the Company, including, but not limited to,... its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1 and Section 8 of this Agreement or since the date as of which information is given shall remain 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 full force 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 notwithstanding 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 termination. (b) Each Manager shall have occurred the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating the offers and be continuing, (5) if a major disruption sales of securities settlements or clearance services Shares by such Manager 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 (i) with respect to any pending sale through a Manager for the provisions Company, the obligations of the Company, including, but not limited to, its obligations under 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 4 above, 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 termination; and (ii) the provisions of Section 8, Section 10, Section 11, Section 17 1 and Section 18 hereof 8 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 until and unless terminated pursuant to Sections 12(a), (b), (c), Section 10(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 1 and Section 18 8 of this Agreement 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 25 close of business on the date of receipt of such notice by the Agent Managers 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. 4. View More
Found in PG&E Corp 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 Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if Sha...res 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, 9, 10, 12 and 14 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) 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 Shares 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, 9, 10, 12 and 14 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), 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 9 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 the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject 27 (e) In the case of any purchase of Shares by the Manager pursuant to a Terms Agreement, the obligations of the Manager pursuant to such Terms Agreement shall be subject to termination by 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 Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on either of such exchanges, (ii) a banking moratorium shall have been declared either by U.S. 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 make it, in the judgment of the Manager, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Clean Energy Fuels Corp. 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 Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if Sha...res 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. 29 (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 Shares 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 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), 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 the Shares, 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 Shares 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 Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall 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 make it, in the sole judgment of the Manager, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in Owens & Minor, Inc. contract
Termination. (a) The Agent may Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement, by written notice Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager for the Company, as hereinafter specified at any time (1) if there has been, since the time obligations of execution the Company, including, but not limited to,... its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1 and Section 8 of this Agreement or since the date as of which information is given shall remain 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 full force 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 notwithstanding 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 termination. (b) Each Manager shall have occurred the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating the offers and be continuing, (5) if a major disruption sales of securities settlements or clearance services Shares by such Manager 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 (i) with respect to any pending sale through a Manager for the provisions Company, the obligations of the Company, including, but not limited to, its obligations under 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 4 above, 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 termination; and (ii) the provisions of Section 8, Section 10, Section 11, Section 17 1 and Section 18 hereof 8 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 until and unless terminated pursuant to Sections 12(a), (b), (c), Section 10(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 1 and Section 18 8 of this Agreement shall remain in full force and effect. (f) 25 (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 Managers 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. 4. View More
Found in PG&E Corp contract
Termination. (a) The Agent may terminate this Agreement, Cowen shall have the right by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of to terminate this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or if (i) any development that would resulted in or could reasonably be expected to result in a Material Adverse Effect has occurred, which occurred that, in the reasonab...le judgment of Cowen, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of Cowen to market sell the Placement Shares, (2) if there has occurred Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any material adverse change agreement on its part to be EAST\42430474.3 #90596650v4 performed hereunder; provided, however, in the financial markets in the United States or the international financial markets, case of 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 failure of the Agent, impracticable Company to deliver (or cause another person to deliver) any certification, opinion, or inadvisable letter required under Sections 7(m), 7(n), or 7(o), Cowen's right to market terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; or (iii) any other condition of Cowen's obligations hereunder is not fulfilled; provided, however, Cowen's right to terminate pursuant to this Section 11(a)(iii) shall not arise unless such condition is not fulfilled within 30 days after the date the Company is provided with written notice by Cowen that such condition has not been fulfilled, or (iv), any suspension or limitation of trading in 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 securities 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 Nasdaq 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. occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Indemnification), (Representations and Agreements to Survive Delivery), Section 11 (Survival of Representations), Section 17 (Governing 16 (Applicable Law; Consent to Jurisdiction) and Section 18 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent Cowen elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), Cowen shall provide the required written notice as specified in Section 13 12 (Notices). (b) The Company shall have the right, by giving ten (10) five (5) 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, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent Cowen shall have the right, by giving ten (10) five (5) 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, 7(g), Section 9, Section 10, Section 11, 16 and 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, 11, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent Cowen on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and 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), 11(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, 7(g), Section 9, Section 10, Section 11, 16 and 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 Cowen 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 shall settle in accordance with the provisions of this Agreement. Upon termination of this Agreement, the Company shall not have liability to Cowen for any EAST\42430474.3 #90596650v4 discount, commission or other compensation with respect to any Placement Shares not otherwise sold by Cowen under this Agreement, except with respect to reimbursement of expenses pursuant to Section 7(g) and except as provided in Section 5(b). (g) Subject to the additional limitations set forth in Section 8 7 of this Agreement, and except as provided in Section 5(b) and Section 9, in the event of the termination of this Agreement prior to the sale of any Placement Shares, the Agent Cowen shall be entitled only to reimbursement of its out-of-pocket out of pocket expenses actually incurred. incurred; provided that in the event of termination of this Agreement pursuant to Section 11(c), Cowen shall not be entitled to any reimbursement of its out of pocket expenses. View More
Found in Achaogen, Inc. contract
Termination. (a) The Agent may Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement, by written notice Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager for the Company, as hereinafter specified at any time (1) if there has been, since the time obligations of execution the Company, including, but not limited to,... its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 1 and Section 8 of this Agreement or since the date as of which information is given shall remain 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 full force 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 notwithstanding 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 termination. (b) Each Manager shall have occurred the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating the offers and be continuing, (5) if a major disruption sales of securities settlements or clearance services Shares by such Manager 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 (i) with respect to any pending sale through a Manager for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination; and (ii) the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) 1 and Section 18 (Waiver 8 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 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. 25 (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 until and unless terminated pursuant to Sections 12(a), (b), (c), Section 10(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 1 and Section 18 8 of this Agreement 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 Managers 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. 4. View More
Found in PG&E Corp contract
Termination. (a) The Agent may Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement, Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through a Manager or Managers for the Company, the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force and effect notwithst...anding such termination; and (ii) the provisions of Section 1, Section 3(b) and Section 8 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager, acting for itself, shall have the right, by giving written notice to the Company, the Operating Partnership, and to each other Manager, and as hereinafter specified specified, to terminate this Agreement, solely with respect to itself, in its sole discretion 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. time. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pending sale through such terminating Manager for the provisions Company, the obligations of the Company, including, but not limited to, its obligations under 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 4 above, 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 termination; and (ii) the provisions of Section 8, 1, Section 10, Section 11, Section 17 3(b) and Section 18 hereof 8 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 until and unless terminated pursuant to Sections 12(a), (b), (c), Section 10(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 8, 1, Section 10, Section 11, Section 17 3(b) and Section 18 8 of this Agreement 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 Managers 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. 4. View More
Found in Four Corners Property Trust, Inc. 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 Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if Sha...res have been sold through the Prospectus, Manager for the Company, then Section 4(t) shall remain in full force and effect, (ii) with respect to any Material Adverse Effect, or any development that would reasonably be expected sale of Shares through the Manager for the Company completed prior to result in a Material Adverse Effect has occurred, which in the reasonable judgment Company giving written notice of termination, 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, 9, 10, 12 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. (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 Shares 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, 9, 10, 12 and 15 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), 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 9 shall remain in full force and effect. (f) 30 (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 the Shares, 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 Shares 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 Shares, if at any time prior to such delivery and payment (i) trading in the Company's Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the NYSE or Nasdaq shall have been suspended or limited or minimum prices shall have been established on either of such exchanges, (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 make it, in the sole judgment of the Manager, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto). 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Found in ARENA PHARMACEUTICALS INC contract
Termination. (a) The Agent may Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement, by written notice Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party, except that (i) with respect to any pending sale through the Distribution Agent for the Company, as hereinafter specified at any time (1) if there has been, since the time obligations of execution the Company, including, but no...t limited to, its obligations under Section 4 above, shall remain in full force and effect notwithstanding such termination until the consummation of such pending sale; and (ii) the provisions of Section 1 and Section 8 of this Agreement or since the date as of which information is given shall remain 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 full force 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 notwithstanding 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 termination. (b) The Distribution Agent shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services the right, by giving written notice as hereinafter specified, to terminate this Agreement 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 (i) with respect to any pending sale through the provisions Distribution Agent for the Company, the obligations of the Company, including, but not limited to, its obligations under 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 4 above, shall remain in full force and effect notwithstanding such termination. If termination until 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 consummation of this Agreement. Any such termination shall be without liability of any party to any other party except that pending sale; and (ii) the provisions of Section 8, Section 10, Section 11, Section 17 1 and Section 18 hereof 8 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 until February 21, 2021 unless terminated (i) pursuant to Sections 12(a), (b), (c), or (d) Section 10(a) and (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 1 and Section 18 8 of this Agreement shall remain in full force and effect. (f) effect or (ii) upon the issuance and sale of all of the Shares pursuant to this Agreement. 25 (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 Distribution 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. 4. View More
Found in Spirit Airlines, Inc. contract