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
Variations of a "Termination" Clause from Business Contracts
Termination. (a) The Agent may terminate this Agreement, Cowen shall have the right by written giving 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, if (i) any Material Adverse Effect, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change 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 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), 7(o) or 7(p), 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, 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 31 (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. (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
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, if (i) any Material Adverse Effect, or any development that would could reasonably be expected to result in a Material Adverse Effect has occurred, which occurred that, in the reasonable 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 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, 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) 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) 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. (g) Subject to the additional limitations set forth in Section 8 Upon termination of this Agreement, in the event of termination of this Agreement prior Company shall not have liability to the sale of Cowen for any discount, commission or other compensation with respect to any Placement Shares, the Agent shall be entitled only Shares not otherwise sold by Cowen under this Agreement, except with respect to reimbursement of its out-of-pocket expenses actually incurred. pursuant to Section 7(g) and except as provided in Section 5(b). View More
Termination. (a) The Agent may terminate this Agreement, Cowen shall have the right by written giving 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, if (i) any Material Adverse Effect, Change, or any development that would reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the reasonable jud...gment 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 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 Section 7(m), Section 7(n), or Section 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 30 days from the date such delivery was required, (iii) any other condition of Cowen's obligations hereunder is not 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 NYSE 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) days written days' 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) days written days' 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. (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
Termination. (a) The Agent may terminate this Agreement, Cowen shall have the right by written giving notice to the Company, in writing 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, if (i) any Material Adverse Effect, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in t...he reasonable 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 when required to be 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 and at least ten (10) days have passed since Cowen has provided the Company with written notice that such condition has not been satisfied, 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) 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) 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 -23- (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. (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
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, if (i) any Material Adverse Effect, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change 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 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, 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) days written days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement; provided, however, that the Company may terminate this Agreement pursuant to this Section 11(b) upon twenty-four (24) hours' notice if such notice is delivered on or prior to August 31, 2020. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination. (c) Cowen shall have the right, by giving ten (10) days' 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 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, 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 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). (g) Subject to the additional limitations set forth in Section 8 7 of this Agreement, in the event of 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. View More
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, if (i) any Material Adverse Effect, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the reasonab...le judgment of Cowen, may materially impair the Agent, ability of Cowen to sell the Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder, (iii) any other condition of Cowen's obligations hereunder is material and adverse and makes it impractical not fulfilled, or inadvisable to market the Placement Shares, (2) if there has occurred (iv) any material adverse change in the financial markets in the United States suspension or the international financial markets, any outbreak limitation 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 Shares or limited by the Commission or the Exchange, or if trading in 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) days written days' 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) days written days' 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), (d), or (d) (e) 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. (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
Termination. (a) The Agent may terminate this Agreement, Cowen shall have the right by written giving 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, if (i) any Material Adverse Effect, Change, or any development that would reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the reasonable jud...gment 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 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; 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) 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) 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. (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
Termination. (a) The Each Agent may terminate this Agreement, or Forward Seller shall have the right by written giving notice to the Company, as hereinafter specified at any time (1) to terminate this Agreement with respect to itself if (i) 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 could 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, that, in the judgment of such Agent or Forward Seller, as the Agent, impracticable case may be, may materially impair the ability of such Agent or inadvisable Forward Seller, as the case may be, to market sell the Placement Shares hereunder; (ii) the Company or the Operating Partnership shall have failed, refused or been unable to enforce contracts for the sale perform any agreement on its part to be performed hereunder; (iii) any other condition of the Placement Shares, (3) if such Agent's or Forward Seller's obligations hereunder is not fulfilled; or (iv) any suspension or limitation of trading in the Common Stock has been suspended Shares or limited by the Commission or the Exchange, or if trading in 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 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(h) (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 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 and the Operating Partnership shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in their 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 7(h), Section 9, Section 10, Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination. (c) Each of the Agents or the Forward Sellers shall have the right, by giving notice as hereinafter specified to terminate this Agreement with respect to itself 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(h), 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 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, 11, this Agreement shall automatically terminate upon the offering and/or issuance and sale of all of the Placement Shares through the Agent Agents and/or Forward Sellers on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(h), 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, provided however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, 7(h), 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, 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 relevant Agent, Forward Purchaser or Forward Seller 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. (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
Termination. (a) The Agent B. Riley FBR 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 is reasonably be expected likely to result in have a Material Adverse Effect has occurred, which or in the reasonable sole judgment of the Agent, is material and adverse and...B. Riley FBR makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of 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 sole judgment of the Agent, B. Riley FBR, 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, continuing for at least ten (10) consecutive Trading Days, (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), 9 (Payment of Expenses), Section 11 (Survival of Representations), (Indemnification and Contribution), Section 17 (Governing Law; Consent 12 (Representations and Agreements to Jurisdiction) and Survive Delivery), Section 18 (Waiver (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent B. Riley FBR elects to terminate this Agreement as provided in this Section 12(a), the Agent 13(a), B. Riley FBR shall provide the required written notice as specified in Section 13 14 (Notices). 29 (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, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent B. Riley FBR 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, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, 13, this Agreement shall automatically terminate upon the earlier to occur of (i) the third (3rd) year anniversary of the date hereof and (ii) the issuance and sale of all of the Placement Shares through the Agent B. Riley FBR on the terms and subject to the conditions set forth herein; provided herein except that the provisions of Section 8, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 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), 13(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, 9, Section 11, Section 17 12, Section 18 and Section 18 19 shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to B. Riley FBR for any discount, commission or other compensation with respect to any Placement Shares not otherwise sold by B. Riley FBR under this Agreement. 30 (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 B. Riley FBR 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. (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
Termination. (a) The Agent may terminate this Agreement, Cowen shall have the right by written giving 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, if (i) any Material Adverse Effect, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the reasonab...le judgment of Cowen, materially impairs 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 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 certificate, opinion or inadvisable letter required under Sections 7(m), (n), or (o), Cowen's right to market terminate shall not arise unless such failure to deliver (or cause to deliver) continues for than thirty (30) days from the date such delivery was required, or (iii) any other condition of Cowen's obligations hereunder is not 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) days written days' 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) days written days' 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 discount, commission or other compensation with respect to any Placement Shares not otherwise sold by Cowen under this Agreement, except for reimbursement of expenses under Section 7(g). (g) Subject to the additional limitations set forth in Section 8 7 of this Agreement, in the event of 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. View More
