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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.
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Found in
SIEBERT FINANCIAL CORP contract
Variations of a "Termination" Clause from Business Contracts
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(j) (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(j), 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(j), 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(j), 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.
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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. -34- (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 (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.
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Found in
Ampio Pharmaceuticals, Inc. contract
Termination. (a) The Agent may terminate this Agreement, shall have the right, by written giving notice to the Company, as hereinafter specified in Section 14, at any time (1) if there has been, since the time of execution of to terminate this Agreement and/or any Terms Agreement (including at any time at or since prior to the date as of which information is given in Settlement Date with respect to the Prospectus, Shares to be sold under such Terms Agreement) if: (i) any Material Adverse Effect, or any devel...opment that has actually occurred and that would reasonably be expected to result in a Material Adverse Effect Effect, has occurred, which occurred that, in the reasonable judgment of Agent, may materially impair the Agent, is material and adverse and makes it impractical ability of Agent to sell the Shares hereunder or inadvisable to market as contemplated in any Terms Agreement or the Placement Shares, (2) if Prospectus; (ii) there has occurred any (A) material adverse change in the financial markets in the United States or the international financial markets, any (B) outbreak of hostilities or escalation thereof or other calamity or crisis or any (C) 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, which, in the reasonable judgment of Agent, may materially impair the Agent, impracticable ability of Agent to sell the Shares hereunder or inadvisable to market as contemplated in any Terms Agreement or the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if Prospectus; (iii) 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, limited (including automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or minimum prices for trading have been fixed on the Exchange, (4) if Exchange; (iv) 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 continuing; (v) a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, continuing; or (6) if (vi) 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 five (5) days' notice as hereinafter specified in Section 14, 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. 30 (c) The Agent shall have the right, by giving ten (10) days written five (5) days' notice as hereinafter specified in Section 14, 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, 13, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares to or 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 herein and Section 18 hereof shall remain in full force and effect notwithstanding such termination. any Terms Agreement. (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, Section 11, Section 17 and Section 18 shall remain in full force and effect. Parties. (f) Any termination of this Agreement or any Terms 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 be. If such termination, other than a termination of this any Terms Agreement in accordance with the terms of pursuant to 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 13(a) above, shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement termination shall not become effective until the close of business on such Settlement Date and such Shares shall settle in accordance with the provisions of this Agreement. (g) Subject Agreement (it being hereby acknowledged and agreed that a termination of any Terms Agreement pursuant to Section 13(a) above shall become effective in accordance with the first sentence of this Section 13(f) and shall relieve the Parties of their respective obligations under such Terms Agreement, including, without limitation, with respect to the additional limitations set forth settlement of the Shares subject to such Terms Agreement). (g) If this Agreement is terminated pursuant to this Section 13, such termination shall be without liability of any party to any other party, except as provided in Section 8 7(g) hereof, and except that, in the case of any termination of this Agreement, the provisions of Section 7(g) (Expenses), Section 10 (Indemnification), Section 11 (Contribution), Section 12 (Survival of Representations), Section 13(f), Section 18 (Applicable Law; Consent to Jurisdiction) and Section 19 (Waiver of Jury Trial) hereof shall remain 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. full force and effect notwithstanding such termination.
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Termination. (a) The Agent Ascendiant may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) time: (i) 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 has occurred 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 mate...rial and adverse and Ascendiant makes it impractical or inadvisable to market the Placement Shares, (2) Shares or to enforce contracts for the sale of the Placement Shares; (ii) 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, Ascendiant, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) Shares; (iii) if trading in the Common Stock has been suspended or limited by the Commission SEC 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) Exchange; (iv) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall will have occurred and be continuing, (5) continuing; (v) if a major disruption of securities settlements or clearance services in the United States shall will have occurred and be continuing, continuing; or (6) (vi) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall will be without liability of any party to any other party except that the provisions of Section 8 9 (Expenses), Section 10 11 (Indemnification), Section 11 12 (Survival of Representations), Section 17 (Governing 18 (Applicable Law; Consent Waiver of Jury Trial), and Section 19 (Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall will remain in full force and effect notwithstanding such termination. If the Agent Ascendiant elects to terminate this Agreement as provided in this Section 12(a), the Agent shall 13(a), Ascendiant will provide the required written notice as specified in Section 13 14 (Notices). 22 (b) (i) The Company shall will have the right, by giving ten (10) days 10 days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. (ii) If Ascendiant declines any commercially reasonable placement notice pursuant to Section 2(a) of this Agreement, then the Company will have the right to terminate this Agreement by giving written notice of termination to Ascendiant. Any such termination will be effective immediately upon a delivery of a termination notice by the Company to Ascendiant. Any termination pursuant to Section 13(b) will be without liability of any party to any other party except that the provisions of Section 9, Section 11, Section 12, Section 18, and Section 19 hereof will remain in full force and effect notwithstanding such termination. (c) Ascendiant will have the right, by giving 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 will 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 will 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, 13, this Agreement shall will automatically terminate upon the earlier to occur of: (i) the one-year anniversary of the date hereof; or (ii) the issuance and sale of all of the Placement Shares through the Agent Ascendiant on the terms and subject to the conditions set forth herein; provided that herein, except that, in either such case, the provisions of Section 8, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall will remain in full force and effect notwithstanding such termination. (e) This Agreement shall will 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 parties. Upon termination of this Agreement, the Company will not have any such termination liability to Ascendiant for any discount, commission, or other compensation respecting any Placement Shares not otherwise sold 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. Ascendiant under this Agreement. (f) Any termination of this Agreement shall will be effective on the date specified in such notice of termination; provided, however, that such termination shall will not be effective until the close of business on the date of receipt of such notice by the Agent Ascendiant 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 will occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall will 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.
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Found in
DPW Holdings, Inc. contract
Termination. (a) The Agent may terminate this Agreement, 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, 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 materia...l 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 the Agent, impracticable may materially impair the ability of the Agent to sell the Placement 30 Shares hereunder; (ii) the Company or inadvisable the Operating Partnership shall have failed, refused or been unable to market perform any material agreement on its part to be performed hereunder; or (iii) any other condition of the Agent'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 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) The Agent shall have the right, by giving 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 (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, 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), 11(a), (b), (c), or (d) (c) 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) (e) 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 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.
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Found in
TIER REIT INC contract
Termination. (a) The Agent Ascendiant may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) time: (i) 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 has occurred 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 mate...rial and adverse and Ascendiant makes it impractical or inadvisable to market the Placement Shares, (2) Shares or to enforce contracts for the sale of the Placement Shares; (ii) 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, Ascendiant, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) Shares; (iii) if trading in the Common Preferred Stock has been suspended or limited by the Commission SEC 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) Exchange; (iv) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall will have occurred and be continuing, (5) continuing; (v) if a major disruption of securities settlements or clearance services in the United States shall will have occurred and be continuing, continuing; or (6) (vi) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall will be without liability of any party to any other party except that the provisions of Section 8 9 (Expenses), Section 10 11 (Indemnification), Section 11 12 (Survival of Representations), Section 17 (Governing 18 (Applicable Law; Consent Waiver of Jury Trial), and Section 19 (Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall will remain in full force and effect notwithstanding such termination. If the Agent Ascendiant elects to terminate this Agreement as provided in this Section 12(a), the Agent shall 13(a), Ascendiant will provide the required written notice as specified in Section 13 14 (Notices). (b) (i) The Company shall will have the right, by giving ten (10) days five (5) days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. (ii) If Ascendiant declines any commercially reasonable placement notice pursuant to Section 2(a) of this Agreement, then the Company will have the right to terminate this Agreement by giving written notice of termination to Ascendiant. Any such termination will be effective immediately upon a delivery of a termination notice by the Company to Ascendiant. Any termination pursuant to Section 13(b) will be without liability of any party to any other party except that the provisions of Section 9, Section 11, Section 12, Section 18, and Section 19 hereof will remain in full force and effect notwithstanding such termination. (c) Ascendiant will have the right, by giving 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 will 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 will 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, 13, this Agreement shall will automatically terminate upon the earlier to occur of: (i) the one-year anniversary of the date hereof; or (ii) the issuance and sale of all of the Placement Shares through the Agent Ascendiant on the terms and subject to the conditions set forth herein; provided that herein, except that, in either such case, the provisions of Section 8, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall will remain in full force and effect notwithstanding such termination. (e) This Agreement shall will 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 parties. Upon termination of this Agreement, the Company will not have any such termination liability to Ascendiant for any discount, commission, or other compensation respecting any Placement Shares not otherwise sold 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. Ascendiant under this Agreement. (f) Any termination of this Agreement shall will be effective on the date specified in such notice of termination; provided, however, that such termination shall will not be effective until the close of business on the date of receipt of such notice by the Agent Ascendiant 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 will occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall will 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.
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DPW Holdings, Inc. contract
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 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 NASDAQ Capital 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 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 (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 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 -31- (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 (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.
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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(g) (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). 33 (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(j), 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(j), 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(j), 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.
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NavSight Holdings, Inc. contract
Termination. (a) The Agent Ascendiant may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) time: (i) 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 has occurred 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, Ascendi...ant is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) Shares or to enforce contracts for the sale of the Placement Shares; (ii) 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, Ascendiant, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) Shares; (iii) if trading in the Common Stock has been suspended or limited by the Commission SEC 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) Exchange; (iv) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall will have occurred and be continuing, (5) continuing; (v) if a major disruption of securities settlements or clearance services in the United States shall will have occurred and be continuing, continuing; or (6) (vi) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall will be without liability of any party to any other party except that the provisions of Section 8 9 (Expenses), Section 10 11 (Indemnification), Section 11 12 (Survival of Representations), Section 17 (Governing 18 (Applicable Law; Consent Waiver of Jury Trial), and Section 19 (Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall will remain in full force and effect notwithstanding such termination. If the Agent Ascendiant elects to terminate this Agreement as provided in this Section 12(a), the Agent shall 13(a), Ascendiant will provide the required written notice as specified in Section 13 14 (Notices). 23 (b) (i) The Company shall will have the right, by giving ten (10) days five (5) days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. (ii) If Ascendiant declines any commercially reasonable placement notice pursuant to Section 2(a) of this Agreement, then the Company will have the right to terminate this Agreement by giving written notice of termination to Ascendiant. Any such termination will be effective immediately upon a delivery of a termination notice by the Company to Ascendiant. Any termination pursuant to Section 13(b) will be without liability of any party to any other party except that the provisions of Section 9, Section 11, Section 12, Section 18, and Section 19 hereof will remain in full force and effect notwithstanding such termination. (c) Ascendiant will have the right, by giving 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 will 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 will 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, 13, this Agreement shall will automatically terminate upon the earlier to occur of: (i) the two-year anniversary of the date hereof; or (ii) the issuance and sale of all of the Placement Shares through the Agent Ascendiant on the terms and subject to the conditions set forth herein; provided that herein, except that, in either such case, the provisions of Section 8, Section 10, 9, Section 11, Section 17 12, Section 18 and Section 18 19 hereof shall will remain in full force and effect notwithstanding such termination. (e) This Agreement shall will 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 parties. Upon termination of this Agreement, the Company will not have any such termination liability to Ascendiant for any discount, commission, or other compensation respecting any Placement Shares not otherwise sold 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. Ascendiant under this Agreement. (f) Any termination of this Agreement shall will be effective on the date specified in such notice of termination; provided, however, that such termination shall will not be effective until the close of business on the date of receipt of such notice by the Agent Ascendiant 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 will occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall will 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.
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IMAC Holdings, Inc. contract
Termination. (a) The Agent may (a)The Sales Agents 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, whic...h occurred or any other event has occurred which, in the reasonable sole judgment of the Agent, is material and adverse and makes it impractical or inadvisable Sales Agents, may materially impair the Sales Agents' ability to market proceed with the offering to sell the Placement Shares, (2) if there has occurred (ii) the Company shall have failed, refused or been unable, at or prior to any Settlement Date, to perform any material adverse change in the financial markets in the United States or the international financial markets, agreement on its part to be performed hereunder, (iii) 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 condition of the Agent, impracticable Sales Agents' obligations hereunder is not fulfilled, or inadvisable to market the Placement Shares (iv) any suspension or to enforce contracts for the sale limitation 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 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(i) (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing 12(f) (Termination), Section 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 Sales Agents elect to terminate this Agreement as provided in this Section 12(a), the Agent Sales Agents 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 17 12(f), Section 16 and Section 18 17 hereof shall remain in full force and effect notwithstanding such termination. (c) The 37 (c)In addition to, and without limiting the Sales Agents' rights under Section 12(a), either Sales Agent 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(i), Section 10, Section 11, Section 17 12(f), Section 16 and Section 18 17 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated For the avoidance of doubt, the termination by one Sales Agent of its rights and obligations under this Agreement pursuant to this Section 12, this Agreement 12(c) shall automatically terminate upon not affect the issuance rights and sale of all obligations of the Placement Shares through the other Sales 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 under this Agreement. (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 if the entire amount of the Placement Shares have been sold or by mutual agreement of the parties; provided, however, provided that any such termination due to the sale of the entire amount of the Placement Shares or by mutual agreement shall in all cases be deemed to provide that Section 8, 7(i), Section 10, Section 11, Section 17 12(f), Section 16 and Section 18 17 shall remain in full force and effect. (f) Any (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 Sales Agents 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 (f)In the event that the Company terminates this Agreement, as permitted under Section 12(b), the Company shall be under no continuing obligation pursuant to this Agreement to utilize the services of the Sales Agents in connection with any sale of securities of the Company or to pay any compensation to the additional limitations set forth in Section 8 Sales Agents other than compensation with respect to sales of this Agreement, in Placement Shares subscribed on or before the event of termination of this Agreement prior date and the Company shall be free to engage other placement agents and underwriters from and after the termination date with no continuing obligation to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. Sales Agents.
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Found in
Chelsea Worldwide Inc. contract
