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, Northland shall have the right by giving written notice to the Company, as hereinafter specified at any time (1) to terminate this Agreement or any Terms Agreement if there has been, (i) since the time of execution date of this Agreement or since the date as of which information is given in the Prospectus, any Terms Agreement 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 judgment of Northland, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of Northland 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 sell the Placement Shares hereunder or pursuant to enforce contracts for any Terms Agreement, (ii) the sale Company shall have failed, refused or been unable to perform any agreement on its part to be performed herein or pursuant to any Terms Agreement (through no fault of Northland); (iii) any other condition of Northland's obligations herein or pursuant to any Terms Agreement is not fulfilled by the Placement Shares, (3) Company; or (iv) 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. limited. 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 Northland elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), Northland shall provide the required written notice as specified in Section 13 12 (Notices). 14 (b) The Company shall have the right, by giving ten (10) days written five (5) 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 Northland 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 Northland 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 Northland or the Company, as the case may be; provided, further, and provided further that Northland shall suspend any ongoing Placement as soon as practicable following receipt of the notice of termination (and in any event by the close 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 business on the date of such written notice. receipt). 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, shall have the right, by written giving notice to the Company, as hereinafter specified 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, with respect to its rights and obligations under this Agreement if (i) any Material Adverse Effect, or any development that would could reasonably be expected to result in a Material Adver...se Effect Effect, has occurred, which occurred that, in the reasonable judgment of such Agent, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of such Agent to market sell the Placement Shares, (2) if Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion or letter required under Section 7(m), Section 7(n), Section 7(o) or Section 7(p), such Agent's right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than 15 calendar days from the date such delivery was required, (iii) any other condition of such Agent's obligations hereunder is not fulfilled, (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on Nasdaq shall have occurred, (v) a general banking moratorium shall have been declared by any of United States federal or New York authorities, or (vi) there has shall have occurred any material adverse outbreak or escalation of national or international hostilities or any crisis or calamity, or any 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 substantial change or development involving a prospective substantial change in national United States or international political, financial or economic conditions, in each case the effect of which is such as to make it, conditions that, in the judgment of such Agent, may materially impair the Agent, impracticable or inadvisable ability of such Agent to market sell the Placement Shares hereunder 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. securities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), 7(g), Section 10 (Indemnification), 9, Section 11 (Survival of Representations), 10, Section 16 and 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 an Agent elects to terminate this Agreement as provided in this Section 12(a), the 11(a), such Agent shall provide the required written notice as specified in Section 13 (Notices). 12. (b) The Company shall have the right, by giving ten (10) days written 5 days' prior notice as hereinafter specified specified, to terminate this Agreement with respect to one or both Agents 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, 11(e), Section 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Each Agent shall have the right, by giving ten (10) days written 5 days' prior notice as hereinafter specified 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(g), Section 9, Section 10, Section 11, 11(e), Section 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, 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), 11(a), (b) or (d) (c) 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, 11(e), Section 16 and Section 17 and Section 18 shall remain in full force and effect. (f) (e) 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 an 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 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 be required to pay to the sale of Agents any discount or commission with respect to any Placement Shares, Shares not otherwise sold by the Agent Agents under this Agreement; provided, however, that the Company shall be entitled only remain obligated to reimbursement of its out-of-pocket reimburse the Agents' expenses actually incurred. pursuant to Section 7(g). View More
Termination. (a) The Agent may Canaccord shall have the right to terminate this Agreement, Agreement at any time by written giving 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, (i) any Material Adverse Effect, Effect has occurred, or any development that would is reasonably be expected to result in cause a Material Adverse Effect has occurred, which occurred... or any other event has occurred which, in the reasonable sole judgment of Canaccord, may materially impair Canaccord's ability to proceed with the Agent, offering to sell the Shares, (ii) the Company shall have failed, refused or been unable, at or prior to any Settlement Date, to perform any agreement on its part to be performed hereunder, (iii) any other condition of Canaccord'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 shares of 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 Principal Trading 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 10 (Indemnification), Section 11 (Survival of Representations), Section 12(f) (Termination), Section 17 (Governing (Applicable 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 Canaccord elects to terminate this Agreement as provided in this Section 12(a), the Agent Canaccord 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 right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. by giving five (5) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent In addition to, and without limiting Canaccord's rights under Section 12(a), Canaccord shall have the right, by giving ten (10) days written notice as hereinafter specified right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Agreement by giving five (5) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(h), Section 10, Section 11, Section 12(f), 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), 12(b) or (d) 12(c) 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, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 shall remain in full force and effect. (f) (e) 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 Canaccord 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 (f) In the additional limitations set forth in Section 8 of event that the Company terminates this Agreement, as permitted under Section 12(b), the Company shall be under no continuing obligation to utilize the services of Canaccord in the event of termination of this Agreement prior to the connection with any sale of securities of the Company or to pay any compensation to Canaccord other than compensation with respect to sales of Placement Shares, Shares subscribed on or before the Agent termination date and the Company shall be entitled only free to reimbursement of its out-of-pocket expenses actually incurred. engage other placement agents and underwriters from and after the termination date with no continuing obligation to Canaccord. View More
Termination. (a) The Agent may (a)Canaccord shall have the right to terminate this Agreement, Agreement at any time by written giving 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, (i) any Material Adverse Effect, Effect has occurred, or any development that would is reasonably be expected to result in cause a Material Adverse Effect has occurred, which occur...red or any other event has occurred which, in the reasonable sole judgment of Canaccord, may materially impair Canaccord's ability to proceed with the Agent, offering to sell the Shares, (ii) the Company shall have failed, refused or been unable, at or prior to any Settlement Date, to perform any agreement on its part to be performed hereunder, (iii) any other condition of Canaccord'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 shares of 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 Principal Trading 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(i) (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 12(f) (Termination), Section 17 (Governing (Applicable 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 Canaccord elects to terminate this Agreement as provided in this Section 12(a), the Agent Canaccord shall provide the required written notice as specified in Section 13 (Notices). (b) The (b)The Company shall have the right, by giving ten (10) days written notice as hereinafter specified right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. by giving three (3) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(i), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent (c)In addition to, and without limiting Canaccord's rights under Section 12(a), Canaccord shall have the right, by giving ten (10) days written notice as hereinafter specified right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Agreement by giving three (3) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(i), Section 10, Section 11, Section 12(f), 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 (d)This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 12(b) or (d) 12(c) 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, 7(i), Section 10, Section 11, Section 12(f), Section 17 and Section 18 shall remain in full force and effect. (f) Any 25 (e)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 Canaccord 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 (f)In the additional limitations set forth in Section 8 of event that the Company terminates this Agreement, as permitted under Section 12(b), the Company shall be under no continuing obligation to utilize the services of Canaccord in the event of termination of this Agreement prior to the connection with any sale of securities of the Company or to pay any compensation to Canaccord other than compensation with respect to sales of Placement Shares, Shares subscribed on or before the Agent termination date and the Company shall be entitled only free to reimbursement of its out-of-pocket expenses actually incurred. engage other placement agents and underwriters from and after the termination date with no continuing obligation to Canaccord. 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; provided, however, Cowen's right to terminate pursuant to this Section 12(a)(iii) shall not arise unless such condition is not fulfilled within thirty (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 10 (Indemnification), (Indemnification and Contribution), Section 11 (Survival of Representations), (Representations and Agreements to Survive Delivery), Section 17 (Governing (Applicable Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall 27 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 Cowen 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, 7(g), Section 10, Section 11, 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 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 Cowen on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), 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), 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 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 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 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 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; provided, however, Cowen's right to terminate pursuant to this Section 12(a)(iii) shall not arise unless such condition is not fulfilled within thirty (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 10 (Indemnification), (Indemnification and Contribution), Section 11 (Survival of Representations), (Representations and Agreements to Survive Delivery), Section 17 (Governing (Applicable 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 Cowen elects to terminate 27 this Agreement as provided in this Section 12(a), the Agent Cowen 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, 7(g), Section 10, Section 11, 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 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 Cowen on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, 7(g), 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), 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 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 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 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 expenses actually incurred. View More
Termination. (a) The Agent may Canaccord shall have the right to terminate this Agreement, Agreement at any time by written giving 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, (i) any Material Adverse Effect, Effect has occurred, or any development that would is reasonably be expected to result in cause a Material Adverse Effect has occurred, which occurred... or any other event has occurred which, in the reasonable sole judgment of Canaccord, may materially impair Canaccord's ability to proceed with the Agent, is material and adverse and makes it impractical offering to sell the Shares, (ii) the Company shall have failed, refused or inadvisable been unable, at or prior to market the Placement Shares, (2) if there has occurred any Settlement Date, to perform any material adverse change in the financial markets in the United States agreement on its part to be performed hereunder, (iii) any other condition of Canaccord's obligations hereunder is not fulfilled, or the international financial markets, (iv) any outbreak suspension or 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 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 Shares of the Company on any exchange or in the over-the-counter market NYSE American 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(i) (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 12(f) (Termination), Section 17 (Governing (Applicable 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 Canaccord elects to terminate this Agreement as provided in this Section 12(a), the Agent Canaccord 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 right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(i), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent In addition to, and without limiting Canaccord's rights under Section 12(a), Canaccord shall have the right, by giving ten (10) days written notice as hereinafter specified right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Agreement by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(i), Section 10, Section 11, Section 12(f), 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), 12(b) or (d) 12(c) 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, 7(i), Section 10, Section 11, Section 12(f), Section 17 and Section 18 shall remain in full force and effect. (f) (e) 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 Canaccord 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 22 (f) In the additional limitations set forth in Section 8 of event that the Company terminates this Agreement, in as permitted under Section 12(b), the event of termination of Company shall be under no continuing obligation pursuant to this Agreement prior to utilize the services of Canaccord in connection with any sale of securities of the Company or to pay any compensation to Canaccord other than compensation with respect to sales of Placement Shares, Shares subscribed on or before the Agent termination date and the Company shall be entitled only free to reimbursement of its out-of-pocket expenses actually incurred. engage other placement agents and underwriters from and after the termination date with no continuing obligation to Canaccord. View More
Termination. (a) The Agent may Canaccord shall have the right to terminate this Agreement, Agreement at any time by written giving 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, (i) any Material Adverse Effect, Effect has occurred, or any development that would is reasonably be expected to result in cause a Material Adverse Effect has occurred, which occurred... or any other event has occurred which, in the reasonable sole judgment of Canaccord, may materially impair Canaccord's ability to proceed with the Agent, is material and adverse and makes it impractical offering to sell the Shares, (ii) the Company shall have failed, refused or inadvisable been unable, at or prior to market the Placement Shares, (2) if there has occurred any Settlement Date, to perform any material adverse change in the financial markets in the United States agreement on its part to be performed hereunder, (iii) any other condition of Canaccord's obligations hereunder is not fulfilled, or the international financial markets, (iv) any outbreak suspension or 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 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 Shares of the Company on any exchange or in the over-the-counter market The Nasdaq Global 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 10 (Indemnification), Section 11 (Survival of Representations), Section 12(f) (Termination), Section 17 (Governing (Applicable 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 Canaccord elects to terminate this Agreement as provided in this Section 12(a), the Agent Canaccord 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 right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent In addition to, and without limiting Canaccord's rights under Section 12(a), Canaccord shall have the right, by giving ten (10) days written notice as hereinafter specified right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Agreement by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 -32- (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), 12(b) or (d) 12(c) 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, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 shall remain in full force and effect. (f) (e) 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 Canaccord 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 (f) In the additional limitations set forth in Section 8 of event that the Company terminates this Agreement, in as permitted under Section 12(b), the event of termination of Company shall be under no continuing obligation pursuant to this Agreement prior to utilize the services of Canaccord in connection with any sale of securities of the Company or to pay any compensation to Canaccord other than compensation with respect to sales of Placement Shares, Shares subscribed on or before the Agent termination date and the Company shall be entitled only free to reimbursement of its out-of-pocket expenses actually incurred. engage other placement agents and underwriters from and after the termination date with no continuing obligation to Canaccord. View More
Termination. (a) The Agent may Canaccord shall have the right to terminate this Agreement, Agreement at any time by written giving 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, (i) any Material Adverse Effect, Effect has occurred, or any development that would is reasonably be expected to result in cause a Material Adverse Effect has occurred, which occurred... or any other event has occurred which, in the reasonable sole judgment of Canaccord, may materially impair Canaccord's ability to proceed with the Agent, offering to sell the Shares, (ii) the Company shall have failed, refused or been unable, at or prior to any Settlement Date, to perform any agreement on its part to be performed hereunder, (iii) any other condition of Canaccord'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 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 Shares of the Company on any exchange or in the over-the-counter market Principal Trading 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 10 (Indemnification), Section 11 (Survival of Representations), Section 12(f) (Termination), Section 17 (Governing (Applicable 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 Canaccord elects to terminate this Agreement as provided in this Section 12(a), the Agent Canaccord 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 right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent In addition to, and without limiting Canaccord's rights under Section 12(a), Canaccord shall have the right, by giving ten (10) days written notice as hereinafter specified right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Agreement by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 20 (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), 12(b) or (d) 12(c) 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, 7(h), Section 10, Section 11, Section 12(f), Section 17 and Section 18 shall remain in full force and effect. (f) (e) 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 Canaccord 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 (f) In the additional limitations set forth in Section 8 of event that the Company terminates this Agreement, in as permitted under Section 12(b), the event of termination of Company shall be under no continuing obligation pursuant to this Agreement prior to utilize the services of Canaccord in connection with any sale of securities of the Company or to pay any compensation to Canaccord other than compensation with respect to sales of Placement Shares, Shares subscribed on or before the Agent termination date and the Company shall be entitled only free to reimbursement of its out-of-pocket expenses actually incurred. engage other placement agents and underwriters from and after the termination date with no continuing obligation to Canaccord. View More
Termination. (a) The Agent may Canaccord shall have the right to terminate this Agreement, Agreement at any time by written giving 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, (i) any Material Adverse Effect, Effect has occurred, or any development that would is reasonably be expected to result in cause a Material Adverse Effect has occurred, which occurred... or any other event has occurred which, in the reasonable sole judgment of Canaccord, may materially impair Canaccord's ability to proceed with the Agent, is material and adverse and makes it impractical offering to sell the Shares, (ii) the Company shall have failed, refused or inadvisable been unable, at or prior to market the Placement Shares, (2) if there has occurred any Settlement Date, to perform any material adverse change in the financial markets in the United States agreement on its part to be performed hereunder, (iii) any other condition of Canaccord's obligations hereunder is not fulfilled, or the international financial markets, (iv) any outbreak suspension or 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 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 Shares of the Company on any exchange or in the over-the-counter market NYSE American 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(i) (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 12(f) (Termination), Section 17 (Governing (Applicable 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 Canaccord elects to terminate this Agreement as provided in this Section 12(a), the Agent Canaccord 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 right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(i), Section 10, Section 11, Section 12(f), Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent In addition to, and without limiting Canaccord's rights under Section 12(a), Canaccord shall have the right, by giving ten (10) days written notice as hereinafter specified right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Agreement by giving ten (10) days' notice as hereinafter specified. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(i), Section 10, Section 11, Section 12(f), 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), 12(b) or (d) 12(c) 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, 7(i), Section 10, Section 11, Section 12(f), Section 17 and Section 18 shall remain in full force and effect. (f) 31 (e) 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 Canaccord 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 (f) In the additional limitations set forth in Section 8 of event that the Company terminates this Agreement, in as permitted under Section 12(b), the event of termination of Company shall be under no continuing obligation pursuant to this Agreement prior to utilize the services of Canaccord in connection with any sale of securities of the Company or to pay any compensation to Canaccord other than compensation with respect to sales of Placement Shares, Shares subscribed on or before the Agent termination date and the Company shall be entitled only free to reimbursement of its out-of-pocket expenses actually incurred. engage other placement agents and underwriters from and after the termination date with no continuing obligation to Canaccord. View More
